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Full text of "Agenda"

5/S 


San Francisco Public Library 


Government Information Center 
San Francisco Public Library 
100 Larkin Street, 5th Floor 
San Francisco, CA 94102 


REFERENCE BOOK 


Not to be taken from the Library 



SAN FRANCISCO PORT COMMISSION 

Kimberly Brandon, President 

Rodney Fong, Vice President 

Michael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

Stephanie Shakofsky, Commissioner 

Monique Moyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 

TUESDAY, NOVEMBER 18, 2008 

2:00 P.M. CLOSED SESSION 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the public 
and provided to the Commission are posted on the Port's Website at www.sfport.com. The agenda 
packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission after 
distribution of the agenda packet, those materials are available for public inspection at the Port 
Commission Secretary's office located at Pier 1 during normal office hours. 



1 . CALL TO ORDER / ROLL CALL 

2. APPROVAL OF MINUTES - October 28, 2008 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

A 



DOCUMENTS DEPT. 
NOV 1 k 2008 



SAN FRANCISCO 
PUBLIC LIBRARY 

Vote on whether to hold closed session to confer with Legal Counsel and 

Real Property Negotiator. 



(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-City/Port representative.* 

a. Property : AB 0201, Lot 013 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 



A1 11 82008 



■1- 



3 1223 08678 5871 



Person Negotiating : Port : Byron Rhett, Deputy Director, Planning 

and Development 

*Negotiating Parties : undetermined 

Under Negotiations: Price Terms of Payment X Both 

An executive session has been calendared to give direction to staff 
regarding business terms under the current RFP for Port property 
located at SWL 351. 

b. Property : Ferry Plaza 

Person Negotiating : Port : Byron Rhett, Deputy Director, Planning & 

Development 

*Eguity Office : Harout Hagopian 

Under Negotiation: Price Terms of Payment XJ3oth 

An executive session has been calendared to give direction to staff 
regarding real estate negotiations for Port property located at Ferry 
Plaza. 

c. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 

Development 

* Negotiating Parties : 

(1) Kenwood Investment, LLC, Boston Properties, Wilson, Meany 
Sullivan 

(2) San Francisco Giants, The Cordish Company, Farallon Capital 
Management 

Under Negotiations: Price Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48, and selected both of them to be 
invited to respond to a request for proposals for the lease and 
development of the properties. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

d. Property : SWL 352 at Amador Street 

Person Negotiating : Port : Brad Benson, Special Projects Manager 

*Raisch Products, Inc. : Doug Raisch 

*SF Recycling & Disposal : Maurice Quillen 

Under Negotiation: Price Terms of Payment Xj3oth 



A1 11 82008 



An executive session has been calendared to give direction to staff 
regarding real estate negotiations for Port property located at SWL 352 
at Amador Street. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 
Proposition D Update - November 4, 2008 
Opening of Crab Season - November 15, 2008 
Port of Cork Sister Port speaking engagement December 3-5, 2008 
SWL 351 RFP reissued and due December 19, 2008 
Bloomberg L.P.'s Office Space Tenant Improvements at Piers 1.5 and 3 - 

Awarded Leadership in Energy and Environmental Design ("LEED") Gold 
Rating for Commercial Interiors by the U.S. Green Building Council 
• Labor Update on Ship Repair Work at Pier 70 

B. Request approval of the 2009 Port Commission Meeting Schedule. 
(Resolution No. 08-71) 

8. CONSENT 

A. Request authorization to issue Request for Proposals (RFP) for Architectural 
and Engineering Services for the Pier 27 Cruise Terminal Project (Site 
Location: The Embarcadero and Battery Street). (Resolution No. 08-72) 



A1 11 82008 



9. REAL ESTATE 

A. Request approval of License No. 14650, including a waiver of Port fees at 
Pier 48, for the 2008 Miracle at Pier 48 Shed A event on December 10 and 
11, 2008 sponsored by the National Basketball Association, Feed the 
Children, the Willie L. Brown Jr. Institute on Politics and Political Service and 
the Port of San Francisco. (Resolution No. 08-73) 

10. PLANNING & DEVELOPMENT 

A. Informational presentation regarding proposed Interim Leasing Policy for 
Historic Structures. 

11. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational presentation by the Department of City Planning regarding 
the Eastern Neighborhoods Master Plan (December 9, 2008) 

• Informational presentation regarding approval of Lease No. L-14581 with D 
& G Company LLC, d.b.a. Lou's at Pier 47 for a term of 15 Years with One 
5 Year Option for a Restaurant Site at 300 Jefferson Street (December 9, 
2008) 

• Informational Presentation regarding Waterfront Land Use Plan Review 
and Update (December 9, 2008) 

• Request authorization to award a contract for professional financial 
advisory services (December 9, 2008) 

• Request approval of Prop 40 Clean Beaches Initiative pass-through grant 
funds in the amount of $72,132 to San Francisco State University "SF 
Rocks" Program to provide water quality monitoring in support of Pier 45 
Drainage Improvements Project (December 9, 2008) 

• Request authorization to enter into a Memorandum of Understanding with 
the Water Emergency Transit Authority to perform environmental review for 
expansion of the Downtown Ferry Terminal and renovation of the 
Agriculture Building (December 9, 2008) 

• Request approval of the Second Amendment to the Pilara Family 
Foundation Lease No. L-14414 at Pier 24 Annex to Add Term, Increase 
Rent, and Provide Rent Credits for Certain Capital Improvements made by 
Tenant (December 9, 2008) 

• Request approval of a one-year berthing agreement and lease with four 
one-year options with California Sealift Terminals, Inc. to layberth three 
vessels (Pier 50 and Pier 96) belonging to the U.S. Maritime 
Administration (December 9, 2008) 

• Request authorization to award a contract for professional engineering 
services for the Brannan Street Wharf project, located immediately east of 
The Embarcadero Promenade between Piers 30-32 and 38 (December 9, 
2008) 

A1 11 82008 



• Election of Port Commission Officers (January 13, 2009) 

• Informational presentation by Port Staff and Respondent Development 
Teams for the 2/3 Acre Mixed-Use Development Opportunity at Seawall 
Lot 351 (Embarcadero at Washington) (January 13, 2009) 

• Request authorization to issue Request For Proposals (RFP) for a pool of 
as-needed Architectural/Engineering Services for a period of 3 years 
(January 13,2009) 

• Request authorization to award Pier 45 drainage improvements project 
(January 13, 2009) 

• Request authorization to issue Request For Proposals (RFP) for as-needed 
engineering services for Mission Bay Shoreline Protection for Bayfront Park 
(January 13, 2009) 

• Informational presentation regarding the status of the Port's implementation 
of the Recommendations from the Controller's Audit of the Port's 
Purchasing and Inventory Processes (February 2009) 

• Informational Presentation regarding the status of PG&E's environmental 
investigation at the Potrero Power Plant shoreline (Date to be determined) 

• Informational Presentation of Development Proposals for Seawall Lot 337, 
bounded by China Basin Channel, Third Street, Mission Rock Street and 
Terry Francois Boulevard, in response to the SWL 337 Development 
Request for Proposals (Date to be determined) 

• Informational Presentation regarding Memorandum of Understanding No. 
M-14534 between the Port and the San Francisco Public Utilities 
Commission for Solar Panels installation on the Lighter Freight Facility at 
Pier 96 (Date to be determined) 

• Request approval of a Memorandum of Understanding No. M-14534 
between the Port and the San Francisco Public Utilities Commission for 
Solar Panels installation on the Lighter Freight Facility at Pier 96 (Date to 
be determined) 

• Request authorization to award a contract for Brownfields Environmental 
Investigation for Pier 70 (Date to be determined) 

• Request authorization to award the Seawall Lot 351 Development 
Opportunity (Embarcadero at Washington) (Date to be determined) 

• Request approval of Tripartite Agreement among Port, Baydelta Maritime, 
Inc. and the Exploratorium regarding relocation of Baydelta from Pier 15 to 
Pier 17 as part of the Exploratorium's Historic Rehabilitation Project at 
Piers 15/17, located on the Embarcadero at Green Street, and Request 
approval of Lease No. L-14605 with Baydelta Maritime, Inc. for premises 
located at Pier 17 (Date to be determined) 

12. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 

A1 11 82008 



public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

13. COMMUNICATIONS 

Communications to the Port Commission from October 24-November 13, 2008: 

• From Matthew Wertheim, regarding Pier 45 Shed B, Lease No. 12612 

• From Potrero Boosters Neighborhood Association, copy of The Potrero 
Community Voice newsletter 

• From Port staff, copy of the Southern Waterfront Strategy 

• From Fred Allardyce, copy of The Barbary Coast Neighborhood Association 
Newsletter 

14. ADJOURNMENT 



A1 11 82008 

-6- 



Date 


Time 


November 18 


2:00 p.m. 




3:15 p.m. 


December 9 


2:00 p.m. 




3:15 p.m. 


NOTES: 





NOVEMBER/DECEMBER 2008 
CALENDAR OF UPCOMING PORT MEETINGS ■ OPEN TO THE PUBLIC 

Group Location 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday 
of the month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff 
reports are posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 
274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nerney(S)sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a bi-monthly basis, on the third 
Thursday of the month, from 1 1 :30 a.m. to 1 :30 p.m. @ Pier 1 . Contact Jim Maloney @ 274- 
051 9 or iim.malonev(a)sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEWAG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1 . Contact Jennifer Sobol @ 274-0548 or iennifer.sobol(a)sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez(5)sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre(g)sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
third Tuesday of the month from 11 a.m. to 1 p.m. in the Bayside Conf. Rm. @ Pier 1. Contact 
Dan Hodapp @ 274-0625 or dan.hodapp(5)sfport.com 

A1 11 82008 

-7- 



ACCESSIBLE MEETING INFORMATION 
FERRY BUILDING: 



The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31 , 32 and 71 . For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 



A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A1 11 82008 

-8- 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf@sfqov.org . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 



The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and 
report lobbying activity. For more information about the Lobbyist Ordinance, please 
contact the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San 
Francisco, CA 94102, phone (415) 581-2300 or fax (415) 581-2317; web site: 
www.sfqov.org/ethics . 

A1 1182008 




PORTs 



SAN FRANCISCO 



MEMORANDUM 

November 10, 2008 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique A. Moyer ll U^Q 

Executive Director ' 

SUBJECT: Request approval of the 2009 Port Commission Meeting Schedule 

DIRECTORS RECOMMENDATION: Approve Resolution 

Background : 

On December 11, 2006, the Port Commission approved amendments to the Rules of Order to 
conform to Mayor Gavin Newsom's directive to Department Directors and Commission 
Secretaries to incorporate specific baseline standards of commissioner attendance in their policies 
and procedures as appropriate. Additionally, the Port Commission approved amendments to the 
Rules of Order regarding its meeting time schedule to reflect the pattern and practice of past 
meetings as an economic efficiency measure. 

Article II, Section 1 of the Rules of Order, currently states: 

"Regular meetings shall be held on the second Tuesday of each month, and again on the fourth 
Tuesday during the months of February, March, April, May, September and October. There will 
be one regular monthly meeting during the months of January, June, July, August, November and 
December and two regular monthly meetings during the months of February, March, April, May, 
September and October. The meetings will commence at 2:00 p.m. for closed session and a time 
certain of 3:15 p.m. for open session. Closed sessions may be reconvened prior to adjournment. 
Meetings will be held in the Port Commission hearing room on the second floor of the Ferry 
Building." 

This Print Covers Calendar Item No. 7B 



>F SAN FRANCISCO 



415 274 0400 TTY 415 274 0587 ADDRESS Pier 1 



lVJa:B^i*T«l'l 



Recommendation: 

Since the regularly scheduled meeting on April 14, 2009 falls during Easter week, staff propose 
to cancel that meeting and only have one meeting in April. 

If from time to time, there is a shortage of items agendized for any given meeting which does not 
warrant the expense of holding the meeting, the Port Commission has the right to cancel the 
meeting with due notice. 

Staff request Port Commission's approval of the attached 2009 Port Commission Meeting 
Schedule. 



Prepared by: Amy Quesada, Commission Secretary 
For: Monique Moyer, Executive Director 



PORT COMMISSION 
CITY & COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 08-71 



WHEREAS, The San Francisco Port Commission was established as a Commission pursuant to 
San Francisco Charter Sections B3.581 and 4.114 as a condition of the State's 
transfer of the public trust lands under the Port Commission's jurisdiction; and 

WHEREAS, San Francisco Charter Section 4. 104 provides that each board and commission 
shall have the powers and duty to prescribe reasonable rules and regulations not 
inconsistent with the City's Charter or its ordinances; and 

WHEREAS, In conformance with the Mayor Gavin Newsom's directive, Port staff amended the 
Port Commission Rules of Order in December 2006 by adding an attendance policy 
which establishes minimum attendance standards for appointed members of the Port 
Commission and requirements for reporting attendance; and 

WHEREAS, In December 2006, the Port Commission amended its meeting time schedule to 

reflect the pattern and practice of past meetings as an economic efficiency measure; 
and 

WHEREAS, Since the regularly scheduled meeting on April 14, 2009 falls during Easter week, 
staff propose to cancel that meeting and only have one meeting in April; and 

WHEREAS, If from time to time, there is a shortage of items agendized for any given meeting 
which does not warrant the expense of holding the meeting, the Port Commission 
has the right to cancel the meeting with due notice; now, therefore be it 

RESOLVED, That the Port Commission approve the attached 2009 Port Commission Meeting 
Schedule. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco Port 
Commission at its meeting of November 18, 2008. 



Secretary 



PORT 



OF 



SAN FRANCISCO 



SCHEDULE OF 
PORT COMMISSION MEETINGS 

2009 

The Port Commission meetings are held in the Port Commission Hearing Room located on 
the second floor of the Ferry Building, unless otherwise noticed. 







Executive 


Open 






Session 


Session 


January 


13 


2 p.m. 


3:15 p.m. 


February 


10&24 


2 p.m. 


3:15 p.m. 


March 


10&24 


2 p.m. 


3:15 p.m. 


April 


14 


2 p.m. 


3:15 p.m. CANCELLED 


April 


28 


2 p.m. 


3:15 p.m. 


May 


12&26 


2 p.m. 


3:15 p.m. 


June 


9 


2 p.m. 


3:15 p.m. 


July 


14 


2 p.m. 


3:15 p.m. 


August 


11 


2 p.m. 


3:15 p.m. 


September 


8&22 


2 p.m. 


3:15 p.m. 


October 


13&27 


2 p.m. 


3:15 p.m. 


November 


10 


2 p.m. 


3:15 p.m. 


December 


8 


2 p.m. 


3:15 p.m. 




PORTs 



SAN FRANCISCO 

MEMORANDUM 

November 10, 2008 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: MoniqueMoyer jJ ^ filli^ 

Executive Director ' 7 ' ' 7 

SUBJECT: Request authorization to issue a Request for Proposals (RFP) for Architectural and 
Engineering Services for the Pier 27 Cruise Terminal Project (Site Location: The 
Embarcadero and Battery Street) 

DIRECTOR'S RECOMMENDATION: Approve Resolution 

Background 

On September 27, 2007, the Port Commission accepted recommendations of the Cruise Terminal 
Advisory Panel. The Advisory Panel concluded that Pier 27 would be the most cost-effective location 
for a primary cruise terminal on the San Francisco waterfront and recommended that the Port pursue 
this option. Based on this recommendation, Port staff engaged EDAW, an architecture and 
environmental consultancy, to develop conceptual site design options integrating cruise operations 
and circulation with public access open space including the Northeast Wharf Plaza. After a process 
that included consultation with cruise industry stakeholders, Port staff and Bay Conservation and 
Development Commission (BCDC) staff, EDAW developed two consolidated planning studies 
focusing on the primacy of making Pier 27 a cruise terminal facility that meets industry standards and 
provides for and respects the intent of the Northeast Wharf Plaza. 

On October 28, 2008, Port staff and EDAW presented these conceptual plans to the Port 
Commission. 1 In brief, Option 1 would maintain the two-acre uninterrupted Northeast Wharf Plaza 
as presented in Port and BCDC approved plans with two vehicular access points across The 
Embarcadero. Privately-owned vehicles (POV), taxis and buses enter from one consolidated point 

This Print Covers Calendar Item No. 8A 





1 These plans are available on the Port website for review. See Item 1 1 a 
http://www.sfgov.org/site/port_page.asp7io> 1299 


Cruise Terminal 


Powerpoint Presentation: 


? OF 


SAN FRANCISCO 














;. - ; 


TEL 415 274 0400 


■■H 


TTY415 274 0587 




ADDRESS Pier 1 r , ..».■; '■'$'** 




B^BHBW** 


FAX 415 274 0528 




■ViJ:«CRi:nx»^ 







near the Pier 29 bulkhead building and share a large loop flowing counterclockwise. The other access 
point would allow provisioning trucks to enter at the Pier 27 apron and exit at the consolidated point 
at the north. The cruise ship terminal is designed so that embarkation would occur at the northern end 
of the terminal taking advantage of the open view of the Bay. 

Option 2 would maximize the view corridor to the Bay by aligning the south end of the terminal to be 
roughly parallel to Pier 23 and providing two types of open space areas: one triangular viewing area 
along the Pier 27 apron and a linear park along The Embarcadero. Option 2 shows two to three 
vehicular access points across The Embarcadero; buses and taxis would have their own loops for 
efficient circulation in and out of the terminal. POV entry and loop would be separate from buses and 
taxis. Provisioning trucks would require use of the Pier 27 apron only for emergency or traffic 
congestion reasons. 

Port staff is in the process of soliciting input from its Port community advisory groups and BCDC. 
This process allows the public to weigh design options and provide on-going input to the cruise 
terminal project. In order to better inform the Port Commission and the public, Port staff believes 
further work is needed to refine the conceptual site design studies with the intent of developing a 
preferred conceptual site plan. Possible reconfiguration of the open space area requires further study 
before recommendations can be developed for amendment of the Waterfront Land Use Plan or the 
BCDC Special Area Plan. Similarly, further study of recreational uses at Pier 29 is needed. 

While the Advisory Panel recommended that the Port build a world-class cruise terminal befitting of 
San Francisco, the Port's currently available funding of approximately $19.3 million is substantially 
less than the $60+ million that Port staff had identified as a preliminary project budget estimate. 
Additional funding resources, such as from possible Port Revenue Bond proceeds may be available 
for the cruise terminal project, but the final sources and uses of funds for this project have not yet 
been determined. As part of this scope of work, Port staff will provide project cost alternatives and 
phasing opportunities based on detailed design and engineering plans. Ultimately, the Port 
Commission will have to provide direction on the project scope, budget and phasing. 

Scope of Work 

The proposed contract to be awarded from this Request of Proposal (RFP) is divided into three 
phases: 



Phase 1 
Phase 2 
Phase 3 



Conceptual Design and Cost Alternative Analysis 
Schematic and Final Design and Engineering Services 
Bid and Construction Services 



Prior to issuance of the RFP, Port staff will obtain approval from the Civil Service Commission to 
contract for these services. As such, depending on the outcome of negotiations with Local 21 and the 
Civil Service Commission hearing, the described scope of work may change. 

Phase 1: 

The initial contract will focus on the development of more detailed open space designs that take into 
account the operational needs of the cruise terminal facility. As part of this initial scope of work 
leading to a preferred conceptual site plan, the Consultant shall: 



-2- 



■ include conceptual plans that incorporate Pier 29 recreational use and possible joint 
recreation use of terminal facilities; 

■ perform a detailed structural condition analysis of the pier and document the extent of 
deterioration of the existing concrete piles, girders and slab panels; 

■ prepare a tidal navigation simulation study to examine extent of tidal/current conditions at 
Pier 27; and develop mitigation measure strategies or other necessary studies as required to 
achieve a safe and reliable cruise terminal operation; 

■ prepare a preliminary total project budget reflecting a preferred conceptual terminal design 
based on cruise industry standards, public open space, substructure repair, and tidal 
mitigation cost; and 

■ prepare a detailed project budget for a first phase terminal improvement project limited to 
$19.3 million which prioritizes elements which are needed to develop cruise terminal 
improvements that meet the industry standards. 

In coordination with Port staff, the Consultant will present the Preferred Conceptual Site Plan and 
Cost Alternative Analysis to the Port Commission and to community groups and regulatory agencies, 
as necessary. 

Phase 2: 

Port staff will evaluate the information developed through Phase 1 to determine the level of design 
elements for further architectural and engineering work. Phase 1 conclusions will enable Port staff, in 
consultation with the Port Commission, to establish a cruise terminal program based on funding 
availability and possible phasing. 

The Consultant will then develop more detailed plans, specifications and cost estimates based on the 
selected program developed under Phase 1 of the project scope of work. 

Phase 3: 

The third phase will consist of the Consultant assisting Port staff during the bidding and construction 
phase, including responding to contractors' questions, attending the pre-bid conference, and revising 
drawings or technical specifications as required. The Consultant will also provide services during the 
construction phase to assure that construction is proceeding in accordance with the contract 
documents and other Port requirements. 

Selection Process 

Port staff proposes to procure the above services through a competitive bidding process based upon 
qualifications. The written proposal and interview phases will each carry a 50% weight in the 
evaluation process. Port staff may elect to establish a multi-tier selection process to thoroughly 
address the complexities of this project. Such a multi-tier process may include a technical panel to 
screen for the short-list of respondents and a second component of the panel to conduct the final 
ranking through interviews. The final ranking or respondents may include an impartial community 
stakeholder as a member of the selection panel. 

Staff will convene a selection panel to evaluate proposals and proposing teams to complete a ranking 
list of the most qualified respondent that satisfies the RFP requirements. The selection panel will 
consist of representatives with expertise in key professional disciplines required to successfully 
complete the project. Every effort will be made to convene a panel that is racially, ethnically and 



gender-diverse. Representatives of the selection panel may include Port staff and non-Port 
representatives with a total number not exceeding seven. Under no circumstances shall the number of 
Port staff on the selection panel exceed 50% of the total panel representation. All members of the 
selection panel must be impartial and committed to confidentiality. 

The Port's Human Rights Commission (HRC) Contract Compliance Officer has established a 20% 
Local Business Enterprises (LBE) subconsulting goal for this proposed contract. In order to be 
eligible for contract award, each firm responding to the RFP must meet the 20% LBE contracting 
goal and demonstrate a good faith outreach effort to LBEs. In addition, firms competing for this RFP 
must demonstrate non-discrimination in their selection of subconsultants. The process will be 
monitored by the Port's HRC Contract Compliance Officer for compliance with HRC requirements 
specified in the City's 14(B) ordinance. 

Funding 

In July 2003, the Board of Supervisors Finance and Audits Committee adopted Ordinance No. 202- 
03 placing on reserve funds of approximately $19.3 million. This amount includes funds from the 
Watermark deferred land sale proceeds from Seawall Lot 330, the Port's share of profits from 
individual condominium sales and accrued interest earnings. 

Funding for Phase 1 of this contract will come from the Port's current FY 2008-09 Operating Budget. 
Funding for Phase 2 will be appropriated as part of the Port's FY 2009-10 Capital Budget, using 
funds allocated from the aforementioned $19.3 million cruise terminal reserve account. 

Summary 

Port staff requests the Port Commission approve the attached resolution that authorizes staff to 
initiate a Request for Proposals for professional architectural and engineering consulting services for 
the Pier 27 cruise terminal project. 



Prepared by: John Doll 

Project Manager 
Planning & Development 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 08-72 



WHEREAS, The Port Commission has accepted recommendations from the Cruise Terminal 
Advisory Panel, as follows: 1) recognizes that San Francisco needs a new cruise 
terminal befitting of a world-class, waterfront city; 2) designates Pier 27 to be the 
primary cruise berth, 3) recommends development of a primary berth design at Pier 
27, and 4) re-affirms the commitment of the Northeast Wharf Plaza; and 

WHEREAS, As directed by Port staff, Port consultant EDAW has prepared two preliminary site 
concept plans that integrate cruise operations with the public open space at Pier 27 
which have been presented to the Port Commission for input and will be reviewed by 
community advisory committees and the San Francisco Bay Conservation and 
Development Commission; and 

WHEREAS, Port staff have recommended further detailed design and engineering work leading to 
a cost alternative analysis that will inform the Port Commission of policy alternatives 
in developing a Pier 27 cruise terminal project; and 

WHEREAS, The Port Commission has allocated funding in its Operating Budget sufficient to pay 
for the initial phase of the proposed consulting services; and 

WHEREAS, Port staff have prepared a Request for Proposals to solicit consulting services for the 
Pier 27 Cruise Terminal Project; and 

WHEREAS, In the solicitation for proposals, Port staff shall incorporate a 20% subconsulting goal 
for Local Business Enterprises as recommended by the Human Rights Commission; 
now, therefore be it 

RESOLVED, That the San Francisco Port Commission, subject to obtaining approval from the Civil 
Service Commission authorizing the Port to contract with a private design and 
engineering team for consulting services, hereby authorizes Port staff to advertise a 
Request for Proposals to solicit professional consulting services for the design and 
engineering of the Pier 27 Cruise Terminal Project, to be followed by a future staff 
recommendation for contract award at a future Port Commission meeting. 



I hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting of 
November 18, 2008. 



Secretary 



-5- 




PORT- 



SAN FRANCISCO 



MEMORANDUM 



November 13, 2008 



TO: 



FROM: 



SUBJECT: 



MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 



Monique Moyer 
Executive Director 



/Ulafi^ 



Request approval of License No. 14650, including a waiver of Port fees at Pier 
48, for the 2008 Miracle at Pier 48 Shed A event on December 10 and 1 1, 2008 
sponsored by the National Basketball Association, Feed the Children, the Willie 
L. Brown Jr. Institute on Politics and Political Service and the Port of San 
Francisco 



DIRECTOR'S RECOMMENDATION: Approve Resolution 



Overview 

On Thursday, December 1 1, 2008, the National Basketball Players Association, the Willie L. 
Brown Jr. Institute on Politics and Public Service, Feed the Children, the Port of San Francisco 
and many other local community partners will join forces to present the 2008 Miracle at Pier 48 
Shed A. 

NBA players from the Golden State Warriors and Houston Rockets will be joined by 
volunteers from community-based organizations, sports teams, the San Francisco Fire 
Department and the celebrity and political arenas to distribute food and personal care products 
to 5,000 San Francisco families in need. 

Port staff is pleased to participate as a sponsor in this City-wide event that provides public 
benefit services, many to Port neighbors and constituents. Port staff supports the use of Pier 48, 
sheds A and C and the Valley area and a waiver of all fees for the 2008 Miracle at Pier 48 Shed 
A event on December 10 and 11, 2008. The fees that would be waived are as follows: 



THIS PRINT COVERS CALENDAR ITEM NO. 9A 



,DF SAN FRANCISCO 



TEL 415 274 0400 



FAX 415 274 0528 



TTY415 274 0587 



ADDRESS Pier 1 



Page 2 



Event costs: 

$ 1 5,000 rental fee ($2,500 load-in fee, $ 1 2,500 event fee) 

$ 2,500 maintenance fee (shed clean-up before and after the event) 

$ 800 maintenance (plumber and electrical fee for day of the event) 

$ 00 Building permit fee 

$ 18,300 TOTAL 

Background 

In today's very difficult economic environment, more and more of our friends and neighbors are 
struggling to keep their families housed and fed. Collaboration is needed to assist local 
government and community and faith-based organizations to help provide vital services to these 
friends and neighbors in need. 

It is the goal of the 2008 Miracle at Pier 48 Shed A project to provide boxes of food and 
personal care items of approximately 80 lbs. each for 5,000 San Francisco families. Project 
organizers are currently recruiting up to 300 volunteers to participate in the event. Volunteers 
will come from community-based organizations, sports teams, the San Francisco Fire 
Department and the celebrity and political arenas. 

It is estimated that Feed the Children will bring in 12-16 semi-tractor trailers full of food to Pier 
48. Families and representatives from community-based organizations and churches will arrive 
at Pier 48 with a pre-assigned ticket to pick up the food/personal care boxes. The tickets will be 
pre-distributed through outreach efforts by the community and faith-based organizations. 



Recommendation 

Port staff recognizes the benefit of participating in such important civic events. Port staff 
acknowledges that Pier 48 is an ideal location for a charity food drive and supports the efforts of 
the 2008 Miracle at Pier 48 Shed A project. Port staff recommends approval of License 
#14650 between the Port and the Willie L. Brown Jr. Institute on Politics and Public Service for 
the use of Pier 48 sheds A and C and the Valley area with a waiver of all Port fees for the 2008 
Miracle at Pier 48 Shed A event in the amount of $18,300. Except for the fees, standard 
provisions regarding permits, insurance and indemnity will apply. 



Prepared by: Susan Reynolds 

Deputy Director for Real Estate 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 08-73 

WHEREAS, Charter Section B4. 1 14 empowers the Port Commission with the power and 
duty to use, conduct, operate maintain, manage, regulate and control Port 
area of the City and County of San Francisco ("City"); and 

WHEREAS, under Charter Section 3.581 (g), leases granted or made by the Port 

Commission shall be administered exclusively by the operating forces of the 
Port Commission; and 

WHEREAS, on Thursday, December 11, 2008, approximately 300 volunteers will come 

together to distribute food and personal care products to 5,000 San Francisco 
families; and 

WHEREAS, the National Basketball Players Association, the Willie L. Brown Jr. Institute 

on Politics and Public Service, Feed the Children, the Port of San Francisco 
and many other local community partners will join forces to present the 2008 
Miracle at Pier 48 Shed A; and 

WHEREAS, Pier 48 is a suitable site for this charity food program; and 

WHEREAS, Port staff is requesting approval of License # 14650 between the Port and 
the Willie L. Brown Jr. Institute on Politics and Public Service for the use of 
Pier 48, sheds A and C and the Valley area with a waiver of all Port fees for 
the 2008 Miracle at Pier 48 Shed A event on December 10 and 11, 2008; 
now therefore be it 

RESOLVED, that this Port Commission hereby authorizes the Executive Director of the 
Port, or her designee to enter into a License with the Willie L. Brown Jr. 
Institute on Politics and Public Service for the use of Pier 48, sheds A and C 
and the Valley area, which includes standard provisions for permitting, 
insurance and indemnification of Port, with a waiver of all Port fees for the 
2008 Miracle at Pier 48 Shed A event on December 10 and 11, 2008; and 
further 

RESOLVED, that all other requirements will be met, such as insurance and SFFD permits. 



I hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of November 18, 2008. 



Secretary 



experience in obtaining trust consistency determinations from the California State Lands 
Commission ("SLC") for mixed use projects in historic buildings consistent with the public trust. 

Finally, this report outlines for the Port Commission's perusal a Proposed Interim Leasing Policy 
for the Port's Historic Structures designed to attract further investment in Port facilities that are 
individually listed on the National Register of Historic Places, or are contributing resources to a 
National Register Historic District by utilizing new Port public financing tools to pay for historic 
rehabilitation, substructure and public access improvements. In so doing, the Port could promote 
public trust principles identified in SLC trust consistency letters and further the policies of the 
BCDC Special Area Plan. 

Since adoption of the Waterfront Land Use Plan, the Port has relied on the public-private 
partnership model to reconnect the City with its waterfront. In this model, a private development 
partner supplies private equity and development and property management expertise in exchange 
for a long-term lease of Port property as the primary means for achieving the goals and objectives 
of the Waterfront Plan and the BCDC Special Area Plan. This approach has yielded some 
extraordinary successes in the Ferry Building Subarea of the waterfront. 

This report suggests that another approach that combines some of the Port's newer public 
financing tools along with a revised interim leasing strategy that may be an effective mechanism 
to preserve some of the Port's historic structures. This approach is offered as a companion to the 
public-private partnership model in the Port's tool kit. 

Subject to Port Commission direction and due to the significance of this policy proposal, Port 
staff recommends a robust public outreach approach, including meetings with staff at SLC, 
BCDC, historic preservation and environmental advocates, and neighborhood groups prior to 
formal consideration of this policy proposal by the Port Commission. This staff report is 
intended to provide adequate background information to facilitate a policy discussion that should 
include input from the Port's broader waterfront community, including BCDC and SLC. 

Authority for Interim Leasing 

The concept of interim leasing is recognized in public trust law. Both the Burton Act Section 3 
and San Francisco Charter Section B3.581 provide that the Port Commission has the power to 
issue leases and licenses for purposes consistent with the public trust for a period of up to 66 
years. However, these provisions also empower the Port Commission to enter into leases or 
licenses for uses and development that are not consistent with the public trust but are in the 
public interest when the Port Commission determines that the affected property is not required 
for public trust purposes. 

The Burton Act does not place any other limits on the Port's authority to enter into non-trust 
leases. However, the State Lands Commission and the California Attorney General's Office 
have long held the opinion that, to be consistent with the public trust, the Burton Act's non-trust 
leasing authority must be subject to additional constraints. According to the state, this means 
that non-trust leases should be limited to those "for shorter terms without permanent non-trust 
oriented construction, or under conditions where there is a practical power in the lessor to 

-2- 



terminate the lease or use the lands for trust purposes should they become necessary therefor." 

Historic structures such as the Port's finger piers present the strongest case for greater flexibility 
in non-trust leasing, since the state has found that rehabilitation and preservation of such 
structures is itself a trust purpose. On this basis, both the legislature and State Lands have 
authorized non-trust uses within certain historic structures, or a portion of those structures, 
without regard to the length of the lease term. 

The proposed interim leasing policy for historic structures described in this memo is designed to 
be consistent with the state's view of the Port's non-trust leasing authority. Port staff believes 
that interim leasing in accordance with the policy may provide a cost-effective solution for 
achieving rehabilitation of certain historic structures without raising many of the difficult trust- 
consistency issues the Port faces with public-private partnership projects involving long term 
non-trust leases and new non-trust construction components. Port staff recommends that SLC 
and BCDC staff be consulted early, so that issues can be addressed prior to the adoption of the 
policy. 

Interim Leasing: Waterfront Land Use Plan 

The Port's Waterfront Land Use Plan ("Waterfront Plan") contemplates nearly the same interim 
leasing policy proposed by Port staff in this report, with a few important changes. Relevant 
sections of Chapter 3 of the Waterfront Plan are included in Appendix A. 

In short, the Waterfront Plan: 

Recognizes that interim leasing is an important financial strategy for the Port; 

Observes that long-term, trust-consistent development projects will occur incrementally; 



• 



• 



• Provides for interim leasing in the finger piers for periods of five (5) years, with a five (5) 
year option, or possibly longer periods, with an amortization schedule and a lease 
provision providing for Port buyout of unamortized improvements to make way for Port 
(trust-consistent) projects; 

• Suggests that interim leasing cannot afford major public access improvements; 

• Allows principal permitted uses in C-2 Districts ("Community Business" a common 
district designation on adjacent non-Port property which permits retail, restaurants, office 
and a range of other commercial activities) to be approved as interim uses through a 
streamlined entitlement process; and 



• 



Recommends avoiding interim uses which significantly contradict the overall goals and 
objectives of the Waterfront Land Use Plan. 



Memorandum dated September 13, 1984 from Dennis Eagan, Deputy Attorney General, to Claire Dedrick, SLC. 

-3- 



Pier 9 Model 

Port Real Estate staff has long viewed Pier 9 in the Port's Northeast Waterfront Subarea as the 
Port's most successful leasing model. Improved in a piecemeal fashion long before the adoption 
of modern building codes, Pier 9 has been subdivided into a series of unique office spaces with a 
center drive aisle (see Appendix B). Pier 9 has a strong mix of maritime and interim non-trust 
tenancies which is beneficial to the Port because it promotes the Port's public trust mission and 
generates revenues for the Port's Harbor Fund, while affording local businesses the opportunity 
to conduct business on the waterfront. 

As shown in the table below, Pier 9 is also a strong financial success for the Port. While the Port 
is still in the process of designing an accurate cost-allocation model, it is clear that the Port 
generates more revenue compared to ongoing operating costs at Pier 9 than any other pier in its 
portfolio. 



Pier 9 Summary 


Type of Tenancy 


Square Footage* 


Annual Revenue 


Maritime Tenants 

San Francisco Bar Pilots, Blue & Gold 
Fleet, Pacific Marine Yachts, San 
Francisco Bay Area Water Emergency 
Transportation Authority 


85,118 


$913,357 


Interim Leasing (10 tenants) 


31,054 


$966,286 


Total 


116,172 


$1,879,643 



'includes all leasable square footage including parking, apron and office space, but excludes 
leased open water 

As stated above, Pier 9 has not been seismically retrofit. The Port's FY 2008-09 Capital Plan 
indicates a projected cost to retrofit the facility of $31 million, of which $22 million is a Port 
responsibility. 

Barriers to Replicating the Pier 9 Model 

The barriers, real or perceived, to replicating the Pier 9 model are: 

• Financial. Under the Port's building code, a change of use (i.e., from warehouse to a 
combination of office and maritime uses) triggers a requirement to seismically retrofit a 
pier. Historically, the Port has not enjoyed a source of public financing to seismically 
retrofit its piers (relying instead on private equity and public-private partnerships). If the 
Port were to pursue the type and breadth of interior core and shell improvements for an 
entire pier shed to replicate a Pier 9-type lease model, such a change in use would trigger 
BCDC requirements for substantial new public access which also would require 
additional funding. 



• Regulatory. Interior core and shell improvements that are consistent with Secretary of 
Interior Standards for Treatment of Historic Properties (e.g., those improvements 
necessary to create office space in a pier shed) can require a financing period longer than 

-4- 



the traditional five (5) year interim leasing period. Port staff believes that interim leasing 
often (10) years (with a five year option if necessary to amortize improvements) would 
be needed to allow new core and shell buildouts of finger piers. While Port staff believes 
that such lease terms are consistent with the Port's public trust obligations, it is important 
to resolve with SLC any remaining uncertainties regarding this question before adopting a 
new interim leasing policy. It is also important to clarify how BCDC would interpret and 
subsequently permit such a project. 

This report identifies potential strategies to address these barriers, and a process to begin 
answering the regulatory questions presented in this report through consultation with SLC and 
BCDC. 

Public Financing Strategies: SB 815 and SB 1085 

In 2007, the Port, with the help of Senator Carole Migden, succeeded in passing SB 815, a 
measure designed to remove public trust use restrictions for periods of up to 75 years from 
certain undeveloped seawall lots south of Market Street extending to Seawall Lot 337 south of 
Mission Creek. The purpose of the bill was to promote appropriate in-fill development of these 
sites while generating fair market value revenue to support the Port's 10-Year Capital Plan. 
Section 4 (b)(1) of SB 815 states: 

"Except as provided in this subdivision, all revenues received by the port from the nontrust 
lease will be deposited in a separate account in the harbor fund to be expended for the 
preservation of historic piers and historic structures, or for the construction and 
maintenance of waterfront plazas and open space required by the special area plan. 
Revenues shall not be expended under this subdivision for historic piers or historic 
structures on land subject to public trust use restrictions unless the executive officer of the 
commission has approved the proposed uses of the pier or structure." 

One of the objectives of this provision is to provide for alternative sources of funding necessary 
to effect historic rehabilitation of Port facilities and to further the public access and passive 
recreation goals of the BCDC Special Area Plan, so the Port can reduce its reliance on long-term, 
non-trust revenue generating uses on the piers and other trust lands. 

Thus, as contemplated in the Port's FY 2008-09 Capital Plan, the Port Commission could utilize 
anticipated revenues from development of Seawall Lot 337 to retrofit historic finger piers and 
build associated public access necessary to facilitate a change of use as contemplated in this 
proposed policy. Alternately, the Port Commission could use a portion of existing (planned) Port 
revenue bond capacity to effect such improvements, and use SWL 337 revenues to "take-out" 
(i.e., refinance) such financing. 

Another source of potential revenue to finance public access improvements may be tax increment 
arising from the formation of an infrastructure financing district encompassing a rehabilitated 
finger pier, pursuant to SB 1085 (Senator Migden, 2005). The formation of such a district is 
subject to Port Commission and Board of Supervisors approval. 

Assuming new, leasable office space of 80,000 square feet (for maritime and interim purposes) in 
a target pier - the same amount of office space as exists at Pier 9 - and a ten ( 1 0) year term, the 

-5- 



projected increase in possessory interest tax would exceed $100,000 annually, yielding potential 
30 year bonding capacity of as much $1.5 million. 

Finally, portions of a Pier 9-style project may be eligible for federal historic tax credits for up to 
20% of the costs of core and shell improvements that are consistent with Secretary of Interior 
Standards for Treatment of Historic Properties, provided that these improvements are privately 
financed by a tenant with a lease term of thirty (30) years. Note, however, that costs for 
substructure, seismic and/or public access improvements that are financed with public, tax- 
exempt debt would not be eligible for such federal historic tax credits. 

Candidate Finger Piers for Pier 9-Style Conversion 

Multiple piers in the Port's Embarcadero Historic District are potential candidates for retrofit and 
core and shell improvements necessary to support a conversion to Pier 9-style interim leasing, 
provided the Port can develop strategies to address the financial and regulatory barriers to this 
approach. 

• Pier 48. Pier 48 is currently included on an optional basis in the Port's competitive 
solicitation for Seawall Lot 337 in Mission Bay. The advantage of Pier 48 is that this pier 
has been seismically upgraded with the proceeds of an insurance settlement arising from 
fire damage to Pier 48. The Port has invited proposals for rehabilitation of Pier 48, 
including substantial public access improvements as part of the development RFP for 
SWL 337. Rehabilitation and interim leasing of Pier 48 in the context of development of 
Seawall Lot 337 is one possible strategy for addressing the public trust use restrictions of 
this facility. 

• Piers 19-23. Pier 23 is home to the Port's Foreign Trade Zone (FTZ) and Pier 19 is home 
to FTZ's subtenants. The Port has notified its current FTZ operator that it will not be 
renewing the FTZ operating agreement when it expires in December, 2008. The Port is 
currently working to sign existing subtenants of Pier 19 to interim leases directly with the 
Port. 

If the FTZ is consolidated or relocated, Pier 19 and the portion of Pier 23 not required for 
removal under the BCDC Special Area Plan are potential candidates for rehabilitation and 
interim leasing. With the exception of the Pier 19 apron, these facilities enjoy green 
(structurally sound) ratings for their substructures and less expensive than average FY 
2008-09 Capital Plan estimates for substructure, superstructure and associated seismic 
upgrades compared to other Port finger piers. 

• Piers 31-33, Pier 26 and Pier 28. While all of these piers are potential candidates for 
similar treatment, FY 2008-09 Capital Plan estimates for substructure, superstructure and 
related seismic improvements are extremely high in these locations. Thus, public-private 
partnership development is not likely to fund rehabilitation of these piers. One of the few 
tools available to the Port would be the proposed new interim leasing policy. 



-6- 



BCDC Special Area Plan: Finger Piers 

As described in the August 2007 SPUR paper "On the Waterfront: Hard Choices at the Port of 
San Francisco": 

"For many years, BCDC allowed fill on publicly owned land only for replacement of pile-supported 
structures for "bay-oriented commercial recreation and public assembly" and generally permitted 
only half the area of the former pile-supported structure to be replaced. This policy, known as the 
"50% fill rule", effectively prevented the historic preservation of San Francisco's finger piers." 

The BCDC Special Area Plan addressed this public policy conflict in two ways: 1) the Plan 
required the Port to nominate the Embarcadero Historic District to the National Register of 
Historic Places, and 2) replaced the 50% fill rule with new pier-specific requirements for public 
access, view corridors, open space and open water basins achieved via fill (pier) removal. 

For finger piers not required to be removed pursuant to the Plan (e.g., Pier 36, the bayward 
portion of Pier 23, etc.), the BCDC Special Area Plan sets the following requirements for Port 
finger pier projects requiring major permits: 

• Uses that are consistent with the Public Trust Doctrine and the Burton Act; 

• Projects within the footprint of existing finger piers; 

• Provision of maximum feasible public access, which typically would consist of 1) public 
access on pier aprons as part of a continuous Portwalk from Pier 35 to China Basin 
(including a Bayside History Walk) and 2) an additional public access feature (such as an 
exterior or interior atrium or gallery with significant Bay views) - except where maritime 
uses create a public safety concern associated with public access; 

• Listing on the National Register of Historic Places and rehabilitation consistent with 
Secretary of Interior Standards for Treatment of Historic Properties; 

• Designed to take advantage of proximity to the Bay; 

• Enhancement of fish and wildlife and other natural resources, and no adverse impacts; 
and 



• 



Project consistency with Public Access Siting and Design, Waterfront Design, and 
Transportation and Parking guidelines set forth in the Plan. 

The BCDC Special Area Plan sets forth a number of Plan Implementation guidelines, the most 
significant of which is a joint BCDC-Port Design Review Process through a BCDC-Port Design 
Review Board. 

Findings of Public Trust Consistency: Pier 1, Ferry Building and Piers 1/2-3-5 

The purpose of any Proposed Interim Leasing Policy for Port Historic Structures would be to find 

-7- 



another avenue, outside of the traditional public-private partnership model, to rehabilitate the 
Port's historic properties consistent with the public trust and the Burton Act. Thus, Port staff 
looks to the already published letters from SLC finding Port development projects consistent 
with the trust for guidance. Appendix C contains a Port staff summary of these trust consistency 
letters. The following are the common themes that led to SLC findings of trust consistency: 

1 . Rehabilitation of a historic maritime structure; 

2. Consideration of the public trust and Burton Act consistency both of the project as a 
whole, and of the renovation and future uses on each pier; 

3. Individual trust uses, including: 
public accessways, 
a public market (Ferry Building), 
the Port Commission meeting room (Ferry Building), 
Port offices (Pier 1), 
public access to historic architecture, 
Bayside History Walk (Pier 1 and Piers 1/4-3-5), 

maritime tenants (ferries at the Ferry Building and Hornblower at Pier 3), and 
restaurants and cafes. 

4. Approval subject to BCDC "maximum feasible public access" permit requirements. 

5. Approval subject to either a BCDC requirement or a lease-based mechanism to ensure 
historic preservation beyond the period during which tax credits are claimed. 

Proposed Interim Leasing Policy for Historic Structures 

Subject to review and comment by the Port Commission, SLC, BCDC and the public, Port staff 
proposes the following interim leasing policy for historic structures. The policy would apply to 
existing Port structures that are listed on the National Register of Historic Places either 
individually or as contributors to a National Register Historic District, where the Port or a private 
party undertakes the improvement and seismic retrofit of an entire facility, and significant (but 
reversible) core and shell improvements are introduced through interim leasing as a means of 
tenanting the target facility. Such a policy should take the form of an amendment to the 
Waterfront Land Use Plan, Chapter 3, General Land Use Policies, and could include the 
following components: 

1 . Prior to undertaking a seismic retrofit of a finger pier that the Port intends to interim 
lease, the Port will consult with BCDC regarding maximum feasible public access 
requirements for the project and SLC regarding its site-specific plans. 

2. Such seismic retrofit projects shall be constructed consistent with Secretary of Interior 
Standards for Treatment of Historic Properties. 

3. Where maritime uses do not create safety concerns, the Port will afford public access 

-8- 



around the pier as an extension of the Bayside History Walk and at least one other 
significant publicly-accessible interior or exterior space with significant Bay views. 

4. The Port will use ground floor space in bulkhead buildings for retail or restaurant, or 
other trust-consistent uses. 

5. Interior core and shell improvements necessary to effect a change of use to office or 
another C-2 permitted use shall be constructed consistent with Secretary of Interior 
Standards for Treatment of Historic Properties. Such improvements will maintain public 
access to view historically-significant pier features (such as historic interiors). The Port 
will consult with BCDC as to the form of review and permitting required for core and 
shell improvements. 

6. Interim non-trust leases shall be for a period of up to 10 years, with one option to extend 
for a period of up to five (5) years (if required to amortize core and shell improvements), 
and include a specific amortization schedule for all tenant improvements that will become 
the Port's property. All leases will include a lease provision providing for early 
termination by the Port to make room for a Port project (e.g., a maritime or other public 
trust use), subject to Port repayment to the tenant of any unamortized tenant 
improvements, as provided in the lease amortization schedule. 

7. The Port will market available space, including office space, to maritime and public trust 
tenants prior to marketing the property for non-trust uses. 

8. Subject to market demand, the Port will include significant maritime uses in such 
facilities, including berthing where appropriate. Options include water taxi service, ferry 
and excursion service, harbor services, and human-powered boat access available to the 
public, among others. 

Next Steps 

The foregoing represents a potential significant shift in the Port's policies and practices. This 
proposed approach provides another process for achieving historic rehabilitation of Port facilities 
in addition to the public-private partnerships that form the basis of the Port's current strategy for 
realizing the mixed use development opportunity sites described in the Waterfront Land Use 
Plan. 

As such, the proposed policy deserves careful review by the Port Commission, SLC, BCDC, City 
policymakers and the public. Port staff requests direction from the Port Commission to 
undertake outreach to these stakeholders and to report back to the Port Commission regarding the 
results of this outreach. Port staff recommends a public outreach approach of visiting SLC and 
BCDC and groups involved in historic preservation, environmental protection, and neighborhood 
planning over approximately a two month period and reporting back to the Port Commission in 
early 2009. 

Prepared by: Brad Benson, Special Projects Manager 
-9- 



Appendix A: Excerpts from Chapter 3 of the Port's Waterfront Land Use Plan 

Related to Interim Leasing 

The Port's ongoing management responsibilities, in combination with the following facts, require 
the development of a clear policy to guide the interim use of Port property: 

• Absent significant new revenue sources, the Port must maximize the productivity of its 
existing facilities in order to generate the revenues necessary to fund its ongoing 
operations and legally mandated activities, and to build cash reserves for future capital 
investments. 

• The revitalization of Port property can begin sooner if new businesses, programs and 
activities are initiated, even on an interim basis, to bring more workers, residents and 
visitors to the waterfront. 



• 



The Port's limited financial reserves have precluded the Port from making long-term 
improvements to many of its deteriorating properties. 

• The development of long-term, revenue-generating waterfront development projects will 
occur incrementally, given the substantial financial requirements of repairing aging 
facilities and incorporating maritime uses and public access as promoted in the 
Waterfront Land Use Plan. 

As discussed in the introduction to this Chapter, under the Burton Act Public Trust lands may be 
leased for interim, short-term uses pending their ultimate development for a Trust use. Similarly, 
BCDC includes provisions for interim uses on property designated for port-priority use in the 
BCDC/Metropolitan Transportation Commission San Francisco Bay Area Seaport Plan which 
includes much of the Port's property south of China Basin Channel. In addition, the San 
Francisco Planning Code sets additional standards. Therefore prospective tenants who would 
like to rent existing space for a 10 year period, for example, are subject to most of the same 
regulatory processes as a developer who would like to pursue a new major development project 
which will have a 50 year life. 

The following General Land Use Policies apply to sites for Interim Uses in the three different 
areas of Port property 2 . In addition, more detailed development standards are identified for 
specific sites in Chapter 4. 

General Policies for Areas North of China Basin Channel and Within BCDC's 100-Foot 
Shoreline Band 



2 
For brevity, this Appendix A does not include descriptions of interim leasing policies for the Port's seawall lots 

north of China Basin or for the Southern Waterfront, because they are not applicable to the subject matter of this 

report. To find these policies, please go to: 

http://www.sfgov.org/site/uploadedfiles/port/about_us/divisions/planning_development/ch3.pdf 

-1- 



Where market trends or limited Port resources prevent rehabilitation and reuse consistent with 
long term objectives for the site, promote the productive use of piers and pier-head and bulkhead 
buildings on an interim basis, instead of allowing those facilities to stand vacant, by: 

• hi general, allowing interim uses for terms of up to five years within or on existing 

structures, provided no major repairs to the facility or substructure are necessary to permit 
the uses to occur, and the uses do not significantly contradict the overall objectives of the 
Waterfront Land Use Plan. Examples of such interim uses include: small business 
incubator industries, academic institutions, community facilities, parking or warehousing. 



• 



• 



• 



• 



• 



• 



Where longer amortization periods are needed, allowing renewal of leases for one 
additional five year period. 

Considering longer term uses only in exceptional cases where there is thorough and 
public review pursuant to the Waterfront Plan Implementation Process outlined in 
Chapter 5. (When appropriate, leases for longer term interim uses could include an 
amortization schedule with a buy out provision so that permanent uses can be developed 
as soon as feasible. The Port, as a public agency, has the power of condemnation and can 
always recover its property for a public purpose.) 

Recognizing that interim uses cannot be expected to support the same level of public 
access improvements as permanent uses. 

Allowing principal permitted uses in C-2 Districts ("Community Business" a common 
district designation on adjacent non-Port property which permits retail, restaurants, office 
and a range of other commercial activities) to be approved as interim uses through a 
streamlined entitlement process. 

Providing] affirmative action to maximize opportunities for minority and women-owned 
businesses to participate in waterfront business enterprises. 

Protecting] the environment and ensure compatibility with adjacent uses when 
authorizing interim uses by: 

> Reviewing the list of principal permitted uses in a C-2 District and prohibiting those 
which could present particular threat to the environment if conducted on a pier. 

> Reviewing the list of principal permitted uses in a C-2 District and placing additional 
limitations on those uses located within 100 feet of any residential district which 
would generate excessive noise, dust or glare. 

> Avoiding interim uses which significantly contradict the overall goals and objectives 
of the Waterfront Land Use Plan. 



-2- 



APPENDIX B 



Pier 9 Case Study 




Blue & Gold Fleet Berthing 



■ 
- 












Signature Yachts 
Berth 



pii I 



! 






San Francisco Bar Pilots 
Berthing / 







■er 9 SF Bar Pilots - Berthing 
fftce businesses 








Signature Yachts - Berthing 
Office entrance off central core 





AicwTBrnmAi Resources Group 

Afchu-.o. ftaaten & Cc*tM**M, he 










Ik f ' 1 


1 






^B 3 












Office businesses 
Offices off central core 




L 



PORT°l_ 

SAN FRANCISCO 



Appendix C: Prior State Lands Commission Port Project Opinion Letters 

This Appendix reviews the opinion letters for the Port projects that the State Lands Commission 
has previously determined to be trust consistent (Pier 1, the Ferry Building, and Piers 1.5-3-5). 

Pier 1 (May 1999) 

The Pier 1 trust consistency letter from State Lands Commission, which was drafted prior to the 
adoption of the BCDC Special Area Plan, highlights the following key features of the project: 

Historic Designation and Planning Orientation 

1 . The architectural and (maritime) use history of the pier. 

2. The listing of Pier 1 on the National Register of Historic Places and the California 
Register of Historical Resources. 

3. The historical planning for the Ferry Building, Pier 1 and the Agriculture Building as a 
unit, including the Ferry Building Complex in the City Planning, Port and BCDC Total 
Design Plan. 

4. Pier 1 's location within the Ferry Building Waterfront subarea of the Waterfront Land 
Use Plan, designated as the "Ferry Building Mixed Use Opportunity Area." 

5. The fact that Pier 1 is viewed as being "visually connected" to the Ferry Building. 

6. Development of Pier 1 based on a concept of "integrated and mutually complementary 
uses" involving interrelated projects, including the Downtown Ferry Building Project 
(new ferry berths and public access); the Ferry Building Renovation Project (mix of 
public, retail and commercial uses, including restaurants and food stalls); and the Public 
Plaza and Extension of the F Line. 

Nature of Pier 1 Project 

1 . The public access around the perimeter of the pier, including the Bayside History Walk 
through the pier along the old Belt Line Railway tracks. 

2. Mixed uses, including a refurbished Pier 1 Deli, a public lobby on the Embarcadero, Port 
offices, publicly accessible conference rooms, maritime-related office (with a companion 
maritime marketing program), and project developer (AMB) offices at the east end of the 
pier. 

3. Restoration of the pier shed in a manner that allows viewing of the interior and roof 
trusses. 

4. Federal tax credits to restore and rehabilitate the pier in accordance with Secretary of the 
Interior Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings. 

Factors Contributing to Trust Determination 

1 . Preservation and restoration of a historic maritime structure. 

2. Approval subject to BCDC "maximum feasible public access" permit requirements. 

-1- 



3. Maritime office space (as a contributing factor, but not on its own). 

4. Port tenancy. 

5. Approval subject to BCDC Section 10704 regulations authorizing bay fill to protect 
historic structures listed on the National Register of Historic Places or as a California 
Registered Historic Landmark. 

Subject to the BCDC "maximum feasible public access" permit requirements and long term 
mechanism to ensure historic preservation (beyond the period during which tax credits are 
claimed), State Lands found the project trust consistent. In relation to BCDC's fill rules, they cite 
City of Berkeley v. Superior Court (1980) 26 Cal.3d 515, 531-532 and People ex rel. San 
Francisco Bay etc. Com, v. Town of Emeryville (1968) 69 Cal.2d 533, 549, as well as the 
Attorney General's advice letter dated October 18, 1986 and October 9, 1992 to the Executive 
Director of BCDC. 

State Lands also found the project consistent with portions of the Burton Act: Section 3 
"complete authority to use, conduct, operate, maintain, regulate, improve and control the 
harbor..."; permitted uses under Section 3; the grant of franchises under Section 3; "development 
of such transferred lands for the highest and best use in the public interest" under Section 5; and 
Section 5 "[a]ny other uses or purposes of the state, as distinguished from purely local or private, 
which are in fulfillment of those trust uses and purposes described in this act". 

Significantly, the opinion letter does not contemplate percentage of floor area dedicated to uses. 



Ferry Building (February 2000) 

The Ferry Building trust consistency letter from State Lands Commission, which was also drafted 
prior to the adoption of the BCDC Special Area Plan, highlights the following key features of the 
project: 

Historic Designation and Planning Orientation 

1 . The architectural and (maritime) use history of the pier. 

2. The listing of the Ferry Building on the National Register of Historic Places. 

3. Its central location, views and transit access. 

4. The historical planning for the Ferry Building, Pier 1 and the Agriculture Building as a 
unit, including the Ferry Building Complex in the City Planning, Port and BCDC Total 
Design Plan. 

5. The Ferry Building's location within the Ferry Building Waterfront subarea of the 
Waterfront Land Use Plan, designated as the "Ferry Building Mixed Use Opportunity 
Area." 

6. Development of the Ferry Building based on a concept of "integrated and mutually 
complementary uses" involving interrelated projects, including Phase 1 of the Downtown 
Ferry Building Project (new ferry berths and public access); the Pier 1 Renovation 
Project; and the Public Plaza and Extension of the F Line. 



-2- 



Description of the Renovation of the Ferry Building 

1 . The expansion and improvement of public spaces, including a 33,000 square foot public 
space on the ground floor, surrounded by restaurants, cafes and a market hall, a Port 
history gallery, and ferry support services, totaling 93,000 square feet. 

2. Significant interior and perimeter public access, connecting to Herb Caen Way. 

3. Removal of the second floor for 380 feet of 660 foot building length, opening views of 
the nave, and refurbishment or reconstruction of other desirable historic features 
including panels, pilasters and cornices. 

4. A Port Commission meeting room. 

5. 147,000 square feet of private office on the second floor, a reduction of 81,000 square 
feet compared to the then-current total of 228,000 square feet. 

6. Federal tax credits to restore and rehabilitate the pier in accordance with Secretary of the 
Interior Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings. 

Factors Contributing to Trust Determination 

1 . Preservation and restoration of a historic maritime structure. 

2. Significant first and second floor trust uses, including public accessways, a public market 
hall, an historic gallery, the Port Commission meeting room, public access to historic 
architecture, restaurants and ferry services. 

3. Approval subject to BCDC "maximum feasible public access" permit requirements. 

Subject to the BCDC "maximum feasible public access" permit requirements and long term 
mechanism to ensure historic preservation (beyond the period during which tax credits are 
claimed), State Lands found the project trust consistent. State Lands cited (Marks v. Whitney 
(1971) 6 Cal.3d 251, 259) authorizing flexible uses of trust property in support of the 
determination. 

State Lands also found the project consistent with portions of the Burton Act: Section 3 
"complete authority to use, conduct, operate, maintain, regulate, improve and control the 
harbor..."; permitted uses under Section 3; the grant of franchises under Section 3; "development 
of such transferred lands for the highest and best use in the public interest" under Section 5; and 
Section 5 "[a]ny other uses or purposes of the state, as distinguished from purely local or private, 
which are in fulfillment of those trust uses and purposes described in this act". 

Piers 1.5-3-5 (April 2003) 

The Piers 1.5-3-5 trust consistency letter from State Lands Commission highlights the following 
key features of the project: 

Historic Designation and Planning Orientation 

1 . The architectural and (maritime) use history of the piers. 

2. Their central location, views and transit access. 



-3- 



3. The continued operation of the site is in doubt given deteriorated condition of the piers, 
threatening operation of Hornblower Yachts, an important trust tenancy. 

4. The listing of the piers as the "Central Embarcadero Historic Piers District" on the 
National Register of Historic Places. 

5. The piers' location within the Ferry Building Waterfront subarea of the Waterfront Land 
Use Plan. 

6. Development of the project based on a concept of "integrated and complementary uses" 
involving interrelated projects, including Rincon Park; Phase 1 of the Downtown Ferry 
Building Project (new ferry berths and public access); the Ferry Building; the Pier 1 
Renovation Project; and the Public Plaza at the Ferry Building. 

Description of the Renovation of Piers 1.5-3-5 

1 . The extension of the Port Walk along the entire project perimeter from Pier 7 to Pier 3; 
the Bay History Walk linking Pier 1 and a walkway through Pier 1.5 and Pier 3; and four 
public access ways through the Project from The Embarcadero to the water. 

2. Short term docks at Pier 5 and water taxis and excursion craft at Pier 1 .5. 

3. At Pier 1 .5, restoration of the historic lobby, an oyster bar, a restaurant in the former 
Sacramento ferry waiting room, and a small amount of private office space (with a Port 
option to lease). 

4. At Pier 3, mixed uses, including vehicle access for Hornblower Yachts at the end of Pier 
3, private offices, Hornblower's ticket offices, retail and a cafe on the ground floor of the 
Pier 3 bulkhead, private offices on the second floor of the Pier 3 bulkhead. 

5. At Pier 5, mainly private office (occupied by the developer and master lessee) with a cafe. 

6. Renovation of historic detail, including trusses, and use of glass in key locations to 
enhance public views. 

7. Federal tax credits to restore and rehabilitate the piers in accordance with Secretary of the 
Interior Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings. 

Factors Contributing to Trust Determination 

6. Preservation and restoration of a historic maritime structure. 

7. "[Consideration of the public trust and Burton Act consistency is both of the project as a 
whole, and of the renovation and future uses on each pier." 

8. The new restaurant, oyster bar and Bay History Walk in Pier 1 .5. 

9. Bay History Walk, cafe, Hornblower vehicle access, Hornblower ticket and retail office at 
Pier 3, and seismic work benefiting continued operation of Hornblower at the end of Pier 
3. 

10. The cafe and on-site developer's office in Pier 5 (to manage the trust uses of the project), 
allowable because Pier 5 is narrow and difficult to subdivide. 

11. Approval subject to BCDC "maximum feasible public access" permit requirements. 

12. Lease-based mechanisms to preserve viewing of historic trusses, such as restrictions on 
window coverings, glass interior walls or interior lighting to highlight viewing of trusses. 

13. Approval subject to either a BCDC requirement or a lease-based mechanism to ensure 
historic preservation beyond the period during which tax credits are claimed. 



-4- 



Subject to the BCDC "maximum feasible public access" permit requirements, long term 
mechanism to ensure historic preservation (beyond the period during which tax credits are 
claimed), and measures to preserve public viewing of Pier 5 trusses . State Lands found the 
project trust consistent. State Lands cited {Marks v. Whitney (1971) 6 Cal.3d 251, 259) 
authorizing flexible uses of trust property in support of the determination. 

State Lands also found the project consistent with portions of the Burton Act: Section 3 
"complete authority to use, conduct, operate, maintain, regulate, improve and control the 
harbor. . ."; permitted uses under Section 3; and the grant of franchises under Section 3. 

While this trust consistency determination introduced the notion of pier-by-pier trust consistency 
consistent with State Lands Commission Policy 88, it recognized a predominant non-trust use in 
Pier 5 which was mitigated by developer occupancy. 



-5- 



SAN FRANCISCO 
PORT COMMISSION 



NOVEMBER 18, 2008 
MINUTES OF THE MEETING 



MEMBERS, PORT COMMISSION 



GOVERNMENT 
DOCUMENTS DEPT 

DEC -4 2008 

SAN FRANCISCO 
PUBLIC LIBRARY 



HON. KIMBERLY BRANDON, PRESIDENT 

HON. RODNEY FONG, VICE PRESIDENT 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 

HON. STEPHANIE SHAKOFSKY 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
NOVEMBER 18, 2008 

1 . CALL TO ORDER / ROLL CALL 

Commission President Kimberly Brandon called the meeting to order at 2:04 p.m. 
The following Commissioners were present: Kimberly Brandon, Rodney Fong and 
Ann Lazarus. Commissioner Hardeman arrived at 2:12 p.m. Commissioner 
Stephanie Shakofsky was not present. 

2. APPROVAL OF MINUTES - October 28, 2008 

ACTION: Commissioner Lazarus moved approval; Commissioner Fong seconded 
the motion. All of the Commissioners were in favor. The minutes of the October 28, 
2008 meeting were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

Lee Radner, Friends of Golden Gateway, indicated that the Port Commission is 
discussing SWL 351 in executive session, followed by a report by the executive 
director under New Business. This, no doubt, has to do with the RFP that 
according to the Port staff was terminated, which he understood to mean "it ceases 
to exist". He asked how the Port can continue the original RFP and then have an 
end date, December 19, in the middle of the holiday season. It boggles the mind 
how the Port is proceeding with this RFP. All they asked for is there be some 
transparency. There has never been a reasonable explanation for continuing this 
process, when everyone agrees including the Port staff that we are in the middle of 
a serious world wide financial crisis. They look forward to more openness and an 
honest assessment of what exactly is going on with SWL351 . 

4. EXECUTIVE SESSION 

ACTION: Commissioner Lazarus moved approval; Commissioner Fong seconded 
the motion. All of the Commissioners were in favor. 

At 2:06 p.m., the Port Commission withdrew to 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 

M1 1182008 



This session is closed to any non-Citv/Port representative.* 

a. Property : AB 0201 , Lot 01 3 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 

Person Negotiating : Port : Byron Rhett, Deputy Director, Planning 

and Development 

'Negotiating Parties : undetermined 

b. Property : Ferry Plaza 

Person Negotiating : Port : Byron Rhett, Deputy Director, Planning & 

Development 

*Eguitv Office : Harout Hagopian 

c. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 

Development 

* Negotiating Parties : 

(1) Kenwood Investment, LLC, Boston Properties, Wilson, Meany 
Sullivan 

(2) San Francisco Giants, The Cordish Company, Farallon Capital 
Management 

d. Property : SWL 352 at Amador Street 

Person Negotiating : Port : Brad Benson, Special Projects Manager 

*Raisch Products, Inc. : Doug Raisch 

*SF Recycling & Disposal : Maurice Quillen 

THIS ITEM HAS BEEN TAKEN OFF THE CALENDAR 

5. RECONVENE IN OPEN SESSION 

At 3:16 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Fong made a motion to adjourn executive session and 
reconvene in open session; Commissioner Lazarus seconded the motion. All of the 
Commissioners were in favor. 

ACTION: Commissioner Fong made a motion to not disclose any information 
discussed in executive session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

M1 1182008 



The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

EXECUTIVE 

A. Executive Director's Report : Executive Director Monique Moyer reported the 
following: 

• Proposition D Update - November 4. 2008 - The Prop D measure for Pier 
70 passed by 68% votes. There were about 25,000 more voters who 
voted on Prop A than Prop D. She applauded Brad Benson for his 
incredible leadership and creativity as well as David Beaupre, Byron 
Rhett, Diane Oshima, Kathleen Diohep, Dan Hodapp, Tina Olson, the 
Commissioners and the steering committee. She is gratified not just by all 
the assistance that we have from our Port supporters but also by the 
populace of San Francisco that seems to understand the complexities of 
our problems. In 2008, they have been extremely generous with both the 
GO Bond in February and this measure. She's happy with the Port staff 
and the Commissioners and everyone for getting the message out about 
what we are doing and what our needs are. When it would be of benefit to 
us is another question. 

• Opening of Crab Season - November 15. 2008 - There were so much 
media about the opening of the crab season over the weekend. The 
season opened and prices were a bit reduced reflecting the economic 
environment. More importantly, the catch is low. The fishermen are 
estimating that it will be a shorter season. It's likely that, as the season 
progresses, the price of crab will rise; if nothing else, because it has to be 
imported. We are keeping our fingers crossed that our fishermen will be 
able to survive yet another difficult year upon the back of numerous 
difficult years. We wish them well and we wish them safe. 

• Port of Cork Sister Port speaking engagement December 3-5. 2008 - She 
was invited by the Port Director and President of the Board of Directors of 
the Port of Cork Harbor Company, which is a sister port to the Port of San 
Francisco. We have entertained them in San Francisco as well as they 
have entertained us with Mayor Newsom in Cork. We meet with them two 
times a year; once in the Seatrade Conference in Miami and when they do 
their marketing trip on the West Coast. They usually come out to see 
Princess Cruises and go up to Holland and stop in San Francisco along 
the way. They have invited her, all expenses paid by them, to speak at 
their Board of Directors meeting in Ireland and to moderate some of their 
panels. She will be away from the office beginning Monday, December 1 st 
and returning to work the following Monday. It's a very interesting time in a 



M1 11 82008 



-3- 



number of ways. They are very interested in what's happening in San 
Francisco, particularly the different land uses, the non-maritime land uses 
that we have as well as the processes we go through for planning and 
environmental clearances. Things are changing in their environment on 
that respect. They had a major project that was denied clearance in June 
by an equivalent board on the basis of not being sustainable in terms of 
additional truck traffic. They are interested in how they can turn some of 
their property into more user friendly property. That's the genesis of their 
invitation. 

• SWL 351 RFP reissued and due December 19. 2008 - The RFP was 
issued on August 13, 2008. We are seeking private sector development 
for SWL 351 which is 2/3 an acre immediately across the street at 
Washington and Embarcadero. The responses were due on October 30, 
2008, which was 45 days following Lehman's declaration of bankruptcy 
and the craziness that happened after that and seems to be continuing. 
We received one proposal from San Francisco Waterfront Partners II 
which we were pleased to have. At least someone responded to the RFP. 
We heard from a variety of potential bidders that they would still be 
interested in the site if they could ride out a little bit of the craziness that 
ensued in September and October. We terminated the process that was 
initiated on August 13 th and started a new process with some modification 
to our original request. The proposals are due on December 19, 2008, 
which we believe is an appropriate date given communication with 
potential bidders. As of right now, we'd had 48 individuals download the 
new RFP. There's definitely interest in the site, which we hope would 
translate into good news for all of us. 

• Bloomberg L.P.'s Office Space Tenant Improvements at Piers 1.5 and 3 - 
Awarded Leadership in Energy and Environmental Design ("LEED") Gold 
Rating for Commercial Interiors by the U.S. Green Building Council - The 
core shell at Pier 3 was redeveloped by SF Waterfront Partners I and 
Bloomberg did the tenant improvements themselves. Bloomberg is a 
distinguished winner of a Gold LEED which means they scored 32 points. 
The Gold range is 32-41 and platinum is 42+. They scored very high and 
it's the first waterfront tenant to earn leadership in energy and 
environmental design from the U.S. Green Building Council. Some of the 
things that got scored highly was multi-modal transportation, most 
importantly, onsite bicycle storage and changing and shower facilities 
which we also have in Pier 1 . Reduced use of potable water by 40% 
versus baseline. Installation of lighting and HVAC controls for energy 
performance. They've agreed to purchase 100% of their electricity through 
renewable resources which is completely admirable and 83.7% landfill 
diversion of onsite generated construction waste. We look forward to 
seeing many of our developments follow suit, not only at the Port but 
throughout the City. Congratulations to both Bloomberg and SF Waterfront 
Partners. 



M1 11 82008 



M1 1182008 



Stormwater Management Plan - In February 2007, John Mundy, on behalf 
of the Port, working with the SF PUC begun work on stormwater design 
guidelines for a stormwater management plan, particularly as it affects 
new development or new tenant improvements. It was a community driven 
process which was kicked off in February. There was extensive peer 
review which resulted in tremendous comments and improvements to the 
document. The document is being posted on the Port's website at 
www.sfport.com for 90 days for comment by the general public. 

Labor Update on Ship Repair Work at Pier 70 - Ms. Moyer introduced 
Michael Grabowski, executive secretary of the Pacific Coast Metal Trades 
District Council. He has been very helpful to the Port in our ship repair 
work particularly with respect to the Star Princess. We've been having 
numerous conversations and thought it would be important for him to 
share his perspectives on the importance of that business not only to the 
Port but to the community. 

Michael Grabowski, executive secretary of the Pacific Coast Metal Trades 
District Council, indicated that they are the collective bargaining agent for 
approximately 2000 employees on the West Coast including California, 
Oregon and Washington, administering some 15 collective bargaining 
agreements. From 1996-2000, the ship repair industry in California and up 
and down the coast was in pretty bad shape. SF Drydock was the tenant 
at Pier 70 and it was a struggle for them for that amount of time in order to 
keep the operation going. When the Navy left in the early 1990s, many of 
these employers went out of business. Consequently, the employees they 
had have since gone to other areas. They have been able to maintain the 
employees they currently have but it's been tough. As the Commission is 
aware, there is a coalition of BAE/Princess Cruise Lines/Port of San 
Francisco and the City in trying to get Princess to come into the Port and 
be a more frequent visitor. They see that as a very opportunistic time, 
whether it cart happen or continue to happen i& up-ift the air. There is an 
excellent opportunity to grow a workforce and to create more jobs in this 
area and also creates more work for BAE which is beneficial to the Port, to 
BAE and to the employees in the City. They have recently met with the 
president of the North American Chapter of BAE Systems, Princess 
Cruise Lines, the Port and the City of San Francisco to talk about ways to 
develop this situation. There are significant problems with trying to gather 
enough people to do the magnitude of the work that they want to do. 
However, they did talk to them and one of the things they are looking at is 
a way to develop a workforce so they can do this work and benefit all 
parties involved. They talked with the City about developing a basic 
workforce that they can do the work. They are also talking with other 
entities to do some of the work that they can't do rather than importing 
people in from other countries to do the work. There's not a real benefit to 
the Port, BAE or a lot of other people when that happens because those 
people come in and out. They are paid by their employer. Consequently, 
BAE is not involved in the transactions as much and that creates some 

-5- 



other situations. There is an excellent opportunity to rebuild the 
infrastructure at Pier 70 if this continues to happen. They will be able to 
train new people, they will be able to get skill upgrades for the people they 
have, grow the workforce and increase the revenue for both the Port and 
the City. It looks like a good opportunity and he hopes that we can take 
advantage of it as best as we can. He thanked Monique Moyer for the 
opportunity to talk to the Commission. He looks forward to working with 
everybody, the City, BAE, Princess and the Port to try to create a bit of a 
future for not only for the Port but for BAE and everybody involved. The 
possibilities are pretty broad. If we can get everybody to try to work 
together and try to get this thing to happen, what we might be looking at is 
a full service port-of-call in San Francisco. There is some talk about a 
cruise ship terminal and he's not sure where those are but we are looking 
at a possibility of a full service cruise ship facility on the West Coast. He's 
been to San Diego and has spent a lot of time in Portland and Seattle. The 
cruise ships do come in there but there are no other facilities other than a 
terminal for them to berth and get off and get back on. They think there's a 
possibility that they could draw a little bit more work to San Francisco. He 
hopes that we can continue to make this work and they will do their best to 
help the situation as best as they can. 

B. Request approval of the 2009 Port Commission Meeting Schedule. 
(Resolution No. 08-71) 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. Resolution No. 08-71 was approved. 

8. CONSENT 

A. Request authorization to issue Request for Proposals (RFP) for Architectural 
and Engineering Services for the Pier 27 Cruise Terminal Project (Site 
Location: The Embarcadero and Battery Street). (Resolution No. 08-72 -) 

ACTION: Commissioner Lazarus moved approval; Commissioner Hardeman 
seconded the motion. Resolution No. 08-72 was approved. 

9. REAL ESTATE 

A. Reguest approval of License No. 14650. including a waiver of Port fees at 
Pier 48, for the 2008 Miracle at Pier 48 Shed A event on December 10 and 
1 1 , 2008 sponsored by the National Basketball Association, Feed the 
Children, the Willie L. Brown Jr. Institute on Politics and Political Service and 
the Port of San Francisco. (Resolution No. 08-73 ) 

Susan Reynolds, Deputy Director of Real Estate, requested Commission's 
approval to waive the fees for the use of Pier 48, Sheds A and the valley on 
December 11, 2008. The Willie Brown Jr. Institute, the National Basketball 
Association, and many other community based organizations will distribute 

M1 11 82008 

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food and personal care products to an estimated 5,000 families in need. In 
today's tough economic environment, there are a lot of families that are in 
need in our city and surrounding areas. We feel it is in the public's interest for 
the Port to support this effort as many of these families live and work in our 
community. This event is referred to as the 2008 Miracle at Pier 48 Shed A. 
She hopes that if Mayor Brown can make this miracle happen at Pier 48, he 
can spread the miracle to the rest of the Port as well. There's going to be 500 
volunteers that include athletes, police, fire, community volunteers, 12-16 
tractor trailers will be brought in by Feed the Children Foundation. Each family 
will get 80 pounds of food and personal care products. The outreach is being 
done throughout the area and conducted through faith and community based 
organizations. It will be a pre-ticketed distribution. It won't be a free for all. 
Feed the Children have done this in many communities and have been very 
successful and they have a good reputation. As they are planning this event, 
the Willie Brown, Jr. Institute has been the lead event planner. The value of 
the Port's participation is $18,300. 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. Resolution No. 08-73 was approved. 

10. PLANNING & DEVELOPMENT 

A. Informational presentation regarding proposed Interim Leasing Policy for 
Historic Structures . 

Brad Benson, Special Projects Manager, indicated that interim leasing plays a 
much larger part in Port's real estate functions than many people know. The 
general concept behind the interim leasing is that it is permitted by public trust 
and the Burton Act as a means of generating revenues to support public trust 
purpose when public trust land or facilities are not needed in the near term for 
trust uses. Public trust land and/or facilities may be leased for a shorter period 
of time to generate revenue to benefit the trust. He will be discussing ways in 
which we can expand that idea, maybe as a means of further pursuing our 
goal of historic rehabilitation of some of our priceless waterfront assets. 

The report describes: (1) current Port and State policies related to interim 
leasing of public trust property; (2) Port leasing activity at Pier 9; (3) barriers 
to replicating the Pier 9 model; (4) BCDC Special Area Plan policies related to 
reuse of Port's finger piers; (5) the Port's past experience in obtaining trust 
consistency determination from the State Lands Commission (SLC) for 
mixed-use projects in historic buildings (such as the Ferry Building, Pier 1 , 
Pier 1.5, 3 and 5) consistent with the public trust. This is the beginning of a 
conversation. We hope that the direction we receive from the Port 
Commission today is to go out and talk further with BCDC, SLC and our local 
constituencies to see what they think about this idea. 

When there's no market for trust uses, we use interim leasing to generate 
revenue for the harbor funds. The Burton Act expressly provides this authority 

M1 11 82008 

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to the Port Commission. The Port Commission may lease for trust uses or 
other uses in the public's interest. The State generally prefers shorter terms 
for interim non-trust leasing, both SLC and the Attorney General have 
weighed in some degree preferring the shorter terms. There are examples at 
the state level of longer term interim leasing in historic structures. We've seen 
this in some of the legislation that recently has been adopted for Treasure 
Island and some of the historic structures across the bay and also in the 
Hunters Point shipyard. The Waterfront Land Use Plan (WLUP) has detailed 
policies related to interim leasing. They govern the area north of China Basin 
in the 100 foot shoreline band, the seawall lots and the Southern Waterfront. 
There are different policies for each of those areas described in the WLUP. 
We are looking at this area in the shoreline band. The WLUP recognizes the 
interim leasing as an important source of revenue than public/private 
partnerships which have been our main vehicle for restoring historic 
properties which incur incrementally over time. The Port only has a capacity 
to pursue a few of those at any given time. The interim leasing term, for 
purposes of WLUP, is currently defined as 5 years plus a 5-year option to 
renew. The plan does contemplate potential longer terms with public process 
associated with the form of interim leasing and a buyout option. 

In many Port leases, there is a provision for any interim lease which states 
that we can replace the tenant if we find a Port project that is a trust use or a 
maritime use as long as we pay the tenant any unamortized improvements 
they've made to our property. Generally, the WLUP as it thinks about it 
normally are seeing things that most interim leases can afford public access 
in the way that is presented in the BCDC Special Area Plan. The uses that 
are contemplated for interim leasing are those that are allowed across the 
street in the C2 district which are retail, restaurants, office and other 
commercial uses. 

The Port' most successful leasing model is Pier 9. The current Pier 9 
structure was built out sometime ago, probably before the current seismic 
standards that we see in today's Port Building Code. The facility currently has 
85,000 s.f. of maritime uses, generating about $900,000 annually and 30,000 
s.f. of interim uses, smaller office uses in the 5,000-10,000 s.f. that generate 
almost $1 million a year. The problem with the Pier 9 model is that we haven't 
solved the capital needs of the facility and the capital plan calls for $31 million 
investment to retrofit the facility. 

We have substantial maritime uses at the end of the pier such as the San 
Francisco Bar Pilots. Blue and Gold berths on the north side and Signature 
Yachts is on the southern part of the pier. There is a center drive aisle in the 
middle of the pier but the Port's building inspector would not like it replicated. 
There are little office spaces along the drive aisle and they are currently done 
in accordance with the Secretary Standards. Mark Paez always looks at a 
project that may be going on at Pier 9 to ensure consistency with those 
standards. 



M1 1182008 



Port staff have identified some barriers in replicating the Pier 9 model: (1) 
Financial - a change of use in any of our piers that are currently warehouse- 
oriented triggers a seismic upgrade for the facility and major new public 
access requirements pursuant to the BCDC Special Area Plan, which would 
require additional funding. (2) Regulatory- interior core and shell 
improvements that are consistent with Secretary of Interior Standards can 
require a financing period longer than the traditional 5 year interim leasing 
period. Staff have been working with the Port Commission over the last 
couple of years to develop new financing strategy such as SB 815. SB 815 
Section 4 was written by SLC. SLC wanted to see the revenues from the 
seawall lots that were freed from the trust, stay with the trust and help to fix 
up some of the finger piers. That was some of their main target. The 
legislation speaks to all historic structures on port property. We think that the 
thinking of SLC that the Port has extra money to invest in some of the historic 
properties, there will be less pressure for non trust uses in the future. Another 
potential way to finance a pier substructure or seismic improvement could be 
a Port revenue bond. We have some revenue bonding capacity to put to use 
for capital improvement. That could be coupled with take out financing for SB 
815 when SWL 337 development comes along and starts generating 
revenue. For public access, we can establish Infrastructure Financing 
Districts (IFD) around the footprint of a single finger pier and collect the 
growth and tax increment to pay for public access improvements. For the core 
and shell improvements, if we could get longer terms, tenant improvements 
could pay for a build out possibly through rent credits. 

Staff have identified potential candidates for Pier 9 style conversion: (1) Pier 
48 has a very good substructure because of the repair work that was done 
after the fire. This could be a strategy for dealing with the trust issues around 
Pier 48 and the SWL 337 development. (2) Piers 19 and 23 depending on 
whether or not the Foreign Trade Zone could be relocated to another facility. 
(3) Piers 31 and 33. (4) Piers 26 and 28 are expensive piers to rehabilitate. 
They are in an area of the shoreline where the bay is self scouring. That was 
evident in the proposed International Women's Museum, the extraordinary 
cost of rehabilitating those facilities. 

The Special Area Plan broke through the major log jam that we had with 
restoring historic properties. For many years, BCDC had the 50% fill rule 
which applied to any seismic retrofit of an existing facility. That requires that 
50% of the rehab finger piers would be dedicated to open space which run 
afoul with some of the historic rehabilitation goals that we were trying to 
pursue. BCDC worked with the Port to replace the 50% fill rule with new pier 
specific public access requirements, view corridors, open space and open 
water basins and mandated that the Port pursue the historic district 
nomination that Diane Oshima and her staff worked so hard on. The Special 
Area Plan requires that we pursue trust uses, projects within existing finger 
prints. The concept of maximum feasible public access was defined quite well 
with respect to finger piers in the plan and historic rehabilitation and 
enhancement of the bay in fish and wildlife. There are quite a few guidelines 

M1 11 82008 

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that are set forth in the plan for public access, waterfront design, 
transportation, parking, etc. 

Staff have reviewed the trust consistency letters that were issued by SLC for 
each of the three projects and there are themes that start to emerge why they 
found the overall project to be trust consistent. First and foremost, historic 
rehabilitation of a maritime historic structure. In the case of Pier 1, having the 
Port offices be at the front of the building was a major factor. They like to see 
visitor serving uses such as restaurant uses, particularly when they have a 
view of the bay. They reinforce the BCDC public access rules in their trust 
consistency findings. Public access around Pier 1 and extension of bayside 
history walk were very important. Also, public access to view historic 
components of the structures. Those themes were replicated with the Ferry 
Building. The Ferry Building has so many trust uses such as the great ferry 
interaction with the retail court below, public access around the facility. The 
Port Commission hearing room was specifically called out in their letter and 
the farmers market as a great regional draw to bring people to the waterfront. 
Piers 1 .5, 3 and 5 has a dock for human powered boats which has been an 
enormous success. It was jam packed this past weekend. It has developed an 
audience. The bayside history walk that goes behind Piers 3 and 5. SLC saw 
the retention of Hornblower at Pier 3 and the associated parking as a very 
important component of the trust consistency letter with some ground floor 
retail. In looking at all these policies, we want to discuss with the Commission 
what an interim leasing policy might look like that could incorporate a lot of 
these thoughts. Rather than seeking trust consistency letter on a 
development basis for a finger pier, is there a way that we could adopt a 
policy through the Port Commission that would accomplish a lot of these 
same ends. The proposed interim leasing policy would not just apply to any 
interim lease, it would apply to a whole finger pier or other major historic 
structure where we are doing the substructure and seismic work associated 
with it. We recommend a consultation process with BCDC and SLC to make 
sure they are bought into the policy. We've already adopted policies and 
always pursue Secretary Standards for treatment of historic properties. This 
type of project would be a major treatment of a historic structure and should 
probably go through BCDC design review. We would want to incorporate 
BCDC's maximum feasible public access standards. That would be a 
negotiation with BCDC. We've learned that trust uses like retail and 
restaurants in the bulkhead building along Herb Caen Way takes advantage 
of the foot traffic and provides for revenue source. 

Staff propose interim non-trust leases up to ten years with 5 year option to 
extend only if required to pay for those core and shell improvements and 
amortization schedule attached to the lease that shows what the buyout 
would be if there was a need to buyout a non-trust tenant to make way for a 
trust tenant, coupled with the early termination provision. With Pier 1, there 
was a requirement by State Lands to do marketing to do the maritime 
community first. That's fully appropriate in this case, reaching out to the trust 
tenants before leasing for non-trust purposes and doing everything we can to 

M1 1182008 

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maximize maritime uses in the facility like Pier 9. We think it's achievable. 
Pier 9 is sort of an organic process but it has a good balance of trust and non- 
trust uses. We hope it could be replicated in another location. We're seeking 
Commission's authorization to talk to State Lands staff about this policy 
proposal, talk to BCDC and do neighborhood presentations to get people's 
feedback. This is a different way of approaching historic rehabilitation. It's a 
companion to the private-public partnership model. It's worth a public 
discussion. 

Nan Roth, speaking on her own behalf, indicated that they didn't have enough 
time to study the proposal as a neighborhood organization and come up with 
official comments. This raises the issue of undermining or waiving public trust 
restrictions for what can become an indefinite period of time in some 
instances to provide funding for the capital plan without realistic and reliable 
long-term financial data. Capital plans are notoriously unreliable as Monique 
stated in one of her meetings. Every time cost estimates are run for a 
particular project, they come in significantly above prior estimates. The 
unpredictability of cost associated with waterfront construction makes other 
historic rehabilitation look like child's play. She feels uncomfortable with a 
policy that seeks a blanket approach to such a varied and unpredictable 
problem and where the benefits may be distributed in a manner based on 
arbitrary priorities. She would prefer an approach that allowed for a planned 
approach to historic rehabilitation with specific resources directed toward 
specific need based on the most critical need. Funding for retrofitting will have 
to come from a variety of sources. Looking at the revenues associated with 
Pier 9, the Port's most successful leasing model, leaves her wondering if the 
projected revenues from this proposed policy are going to provide relief given 
the shortfall at Pier 9 commensurate the risk associated with non-conforming 
interim uses for indefinite periods of time. As it may seem simple to impose 
restrictions as has been seen with both successful and failed development, 
the end product rarely conforms to what was originally proposed. She's heard 
Chris Meany speak on this issue. He says that developers have to make 
money and the current terms of Port leases as well as those proposed for 
pending projects make it difficult for them to earn a reasonable return, in fact, 
he said it would be impossible for them to earn reasonable return. She feels 
that this project needs further study before making major changes to interim 
leasing policy. 

Commissioner Lazarus mentioned that in Mr. Bensons' staff report, he talked 
about coming back to the Commission in a couple of months; she asked if 
that was still his intent. Mr. Benson replied that we should be flexible and see 
what public response is. He wants to get the historic preservation community 
involved in this discussion. The WLUP relies on the whole public-private 
partnership model and a development partner with private equity as the main 
vehicle for accomplishing our historic preservation goals. The question is, do 
people like having another tool in the tool kit? He thinks that it's a complicated 
discussion. We should give it time. Let's see how it goes and staff will provide 

M1 11 82008 

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the Commission a status report if we're not back in a couple of months. We 
can do a good outreach on this project. 

Commissioner Lazarus indicated that it is important as it is another tool in the 
tool kit. The more we can have, the better. 

Commissioner Brandon added that the more outreach we do, the better. 

11. NEW BUSINESS /AGENDA SETTING 

Ms. Moyer indicated that our next meeting is scheduled on December 9 and the 
meeting thereafter is scheduled on January 13. There are a couple of informational 
items that we would like to bring forward. The most important is the eastern 
neighborhood plan. We wanted the Planning Commission staff to present the 
eastern neighborhoods plan. While it doesn't affect Port property directly, it will 
have an impact on the neighborhood in which we operate. They've certainly made 
a lot of assumptions about the use of Port lands on those neighborhoods for 
production, distribution and repair (PDR). We've invited and they've accepted as 
they hope to be through with the Board of Supervisors by that time to come and 
make a presentation to the Port Commission. She hopes that many members of 
the southern waterfront will come out and hear the presentations and ask 
questions. We are working on ideas for updating portions of the Waterfront Land 
Use Plan. We hope to be able to talk to the Commission at the next meeting. The 
contract to award professional engineering services for the Brannan Street Wharf 
Project is currently scheduled for December 9. The Commission authorized staff to 
issue an RFP in the beginning of summer. Staff issued the RFP in the mid-to-late 
summer. The RFP was challenged by the State Association of Engineers, 
erroneously, it turned out. They felt that the Port is planning to award on a cost- 
basis only which is in violation of State Law. We do score cost in our proposal 
process but they are scored very low in the percentage of points. It took a while to 
go back and forth with them but we finally got the scoring done. We completed the 
scoring process last Friday and begun negotiations with the highest bidder. We 
normally seek Commission's approval to award a contract when the contract is 
negotiated. We had hoped to seek that approval today but got hung up. We intend 
to seek Commission's approval by December 9; if not January 13. We are 
definitely moving full steam ahead on the Brannan Street Wharf project. 

Lee Radner, Friends of Golden Gateway, indicated that since the initial RFP was 
presented, they've added another 100 members to their group of volunteers. The 
membership is now at 1700. With the second RFP, maybe they will get another 
100. He reiterated the need for transparency and communication on the 
development considering the financial difficulties we are all going through, 
particularly the developers. He hopes that the Commission would give the new 
administration a chance to settle things down and hold off for 2-3 months so they 
can all look at it. Their concern is the overlap from SWL 351 to the 8 Washington 
project, which the Port is not involved in but could feasibly be integrated. On 
another item, he noted that there's another informational item on the Waterfront 
Land Use Plan. He's sure and hopes that input from various neighborhood groups 

M1 1182008 

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who are interested in good development along this waterfront are looked at and 
discussed and have their input incorporated. 

12. PUBLIC COMMENT 

13. COMMUNICATIONS 

14. ADJOURNMENT 

ACTION: Commissioner Hardeman moved approval to adjourn the meeting; 
Commissioner Lazarus seconded the motion. All of the Commissioners were in 
favor. 

Commission President Kimberly Brandon adjourned the meeting at 4:04 p.m. 



M1 1182008 

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SAN FRANCISCO PORT COMMISSION 

Kimberly Brandon, President 

Rodney Fong, Vice President 

Michael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

Stephanie Shakofsky, Commissioner 

Monique Moyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 

TUESDAY, DECEMBER 9, 2008 

2:00 P.M. CLOSED SESSION 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfoort.com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 



1. CALL TO ORDER /ROLL CALL GOVERNMENT 

2. APPROVAL OF MINUTES - November 18, 2008 DOCUMENTS DEPT 

3. PUBLIC COMMENT ON EXECUTIVE SESSION DEC " 4 2008 

4. EXECUTIVE SESSION SAN FRANCISCO 

PUBLIC LIBRARY 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING AND 
LITIGATION MATTERS. 

a. Discuss existing and anticipated litigation matters pursuant to 
California Government Code Section 54956.9 and San Francisco 
Administrative Code Section 67.10(d) (3 cases; Information Items): 

1 2 
A1 2092008 



**** -<<*im / ^f m amf 'f.; .» *■•>» • .wkm ■»»».-^ 



• San Francisco Pier 33 LLC v. City and County of San Francisco, 
Port of San Francisco, et al . (San Francisco Superior Court Case 
No. CGC-07-464954) 

• In re Pier 38 Maritime Recreation Center, Inc. (Debtor) . U.S. 
Bankruptcy Court, Northern District of California, San Francisco 
Division, Chapter 11 (Case No. 07-31444 DM 11), and Pier 38 
Maritime Recreation Center. Inc. and Carl Ernst Jr. v. City and 
County of San Francisco; Port Commission of San Francisco 
(Adversary Proceeding No. 07-31443) 

• City and County of San Francisco v. Carl Ernst, Jr.. and Pier 38 
Maritime Recreation Center. Inc.; San Francisco Superior Court 
(Case No. CUD-07-621476) 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-City/Port representative.* 

a. Property : SWL 352 at Amador Street 

Person Negotiating : Port : Brad Benson, Special Projects Manager 

*Raisch Products. Inc. : Doug Raisch 

*SF Recycling & Disposal : Maurice Quillen 

Under Negotiation: Price Terms of Payment X_Both 

An executive session has been calendared to give direction to staff 
regarding real estate negotiations for Port property located at SWL 
352 at Amador Street. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

A1 2092008 

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EXECUTIVE 



A. Executive Director's Report 

• Report on the Port of Cork Sister Port Speaking Engagement - December 
3-5,2008 

• Carnival Cruise Ship in San Francisco Drydock - December 3, 2008 

• Lighted Boat Parade - December 19, 2008 

• 2009 Port Calendar 

8. REAL ESTATE 

A. Request approval of the Second Amendment to Lease No. L-14414 with the 
Pilara Family Foundation with an effective date of January 1, 2009 for the 
rental of 27,31 1 square feet of pier space at Pier 24 Annex, subject to Board 
of Supervisors' approval. (Resolution No. 08-74) 

B. Request approval to extend the exclusive negotiation agreement for a 
Construction Materials Recycling Center for SWL 352 with Raisch Products, 
Inc. and S.F. Recycling and Disposal, Inc. for a period until January 31, 2009. 
(Resolution No. 08-75) 

9. ENGINEERING 

A. Request approval for award of contract to Winzler & Kelly and Structus, Inc., 
Joint Venture for Engineering Design Services related to the Brannan Street 
Wharf project, located immediately east of The Embarcadero Promenade 
between Piers 30-32 and 38, in an initial amount of $1,539,956, with a three- 
year term and option to renew for two additional years. (Resolution No. 08-76) 

10. MARITIME 

A. Request approval of a one-year Berthing Agreement and Lease No. L-14648 
with four one-year options and one six-month holdover option period with 
California Sealift Terminals, Inc. to layberth three vessels belonging to the 
U.S. Maritime Administration at Pier 50 and Pier 96. (Resolution No. 08-77) 

11. PLANNING & DEVELOPMENT 

A. Implementation of Downtown Ferry Terminal Expansion as envisioned in the 
Waterfront Land Use Plan and Request authorization to enter into 
agreements with the Water Emergency Transportation Authority for Joint 
Planning. (Resolution No. 08-78) 

B. Informational Presentation on a Ten-Year Review of the Waterfront Land Use 
Plan. 



A1 2092008 



12. NEW BUSINESS /AGENDA SETTING 



♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 
Election of Port Commission Officers (January 13, 2009) 
Informational presentation by Port Staff and Respondent Development 
Teams for the 2/3 Acre Mixed-Use Development Opportunity at Seawall 
Lot 351 (Embarcadero at Washington) (January 13, 2009) 
Informational presentation regarding approval of Lease No. L-14581 with 
D&G Company LLC, d.b.a. Lou's at Pier 47 for a term of 15 years with one 
5-year option for a restaurant site at 300 Jefferson Street (January 13, 
2009) 

Informational presentation by the Department of City Planning regarding 
the Eastern Neighborhoods Master Plan (January 13, 2009) 
Request approval of Prop 40 Clean Beaches Initiative pass-through grant 
funds in the amount of $72,132 to San Francisco State University "SF 
Rocks" Program to provide water quality monitoring in support of Pier 45 
Drainage Improvements Project (January 13, 2009) 
Request authorization to issue Request For Proposals (RFP) for a pool of 
as-needed Architectural/Engineering Services for a period of 3 years 
(January 13, 2009) 

Request authorization to award a contract for professional financial 
advisory services (January 13, 2009) 

Request authorization to issue Request For Proposals (RFP) for as-needed 
engineering services for Mission Bay Shoreline Protection for Bayfront Park 
(January 13,2009) 

Informational presentation regarding the status of the Port's implementation 
of the Recommendations from the Controller's Audit of the Port's 
Purchasing and Inventory Processes (February 10, 2009) 
Informational Presentation on the Port's Annual Operating Budget for 
Fiscal Year 2009-1 (February 1 0, 2009) 

Informational Presentation on the Port's Capital Budget for Fiscal Year 
2009-10 (February 10,2009) 

Informational Presentation regarding the annual update to the Port's 10- 
Year Capital Plan (February 10, 2009 

Request authorization to award Pier 45 drainage improvements project 
(February 10, 2009) 

Request authorization to award a contract for Brownfields Environmental 
Investigation for Pier 70 (February 24, 2009) 

Request approval of the Port's Annual Operating Budget for Fiscal Year 
2009-10 (February 24, 2009) 

Request approval of the Port's Annual Capital Budget for Fiscal Year 2009- 
10 (February 24, 2009) 

Request approval of the Port's 10- Year Capital Plan (February 24, 2009) 
Informational Presentation regarding the status of PG&E's environmental 
investigation at the Potrero Power Plant shoreline (Date to be determined) 



A12092008 



• Informational Presentation of Development Proposals for Seawall Lot 337, 
bounded by China Basin Channel, Third Street, Mission Rock Street and 
Terry Francois Boulevard, in response to the SWL 337 Development 
Request for Proposals (Date to be determined) 

• Informational Presentation regarding Memorandum of Understanding No. 
M-14534 between the Port and the San Francisco Public Utilities 
Commission for Solar Panels installation on the Lighter Freight Facility at 
Pier 96 (Date to be determined) 

• Request approval of a Memorandum of Understanding No. M-14534 
between the Port and the San Francisco Public Utilities Commission for 
Solar Panels installation on the Lighter Freight Facility at Pier 96 (Date to 
be determined) 

• Request authorization to award the Seawall Lot 351 Development 
Opportunity (Embarcadero at Washington) (Date to be determined) 

• Request approval of Tripartite Agreement among Port, Baydelta Maritime, 
Inc. and the Exploratorium regarding relocation of Baydelta from Pier 15 to 
Pier 17 as part of the Exploratorium's Historic Rehabilitation Project at 
Piers 15/17, located on the Embarcadero at Green Street. (Date to be 
determined) 

13. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

14. COMMUNICATIONS 

Communications to the Port Commission from November 14-December 4, 2008: 

• From the Potrero Boosters Neighborhood Association, copy of the newsletter 
entitled "The Potrero Voice" 

• From Metro Ports, invitation to their December 9, 2008 Holiday Party 

• From the Exploratorium, announcement of Ann Dabovich as Director of 
Development of the Exploratorium 

• From Jack Bair, San Francisco Giants, regarding Seawall Lot 337 and Pier 48 

15. ADJOURNMENT 



A1 2092008 

-5- 



DECEMBER 2008/JANUARY 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 



Date 


Time 


Group 


Location 


December 9 


2:00 p.m. 


Closed Session/Port Commission 


Port Commission Room 




3:15 p.m. 


Open Session 


@ Ferry Building 


January 13 


2:00 p.m. 


Closed Session/Port Commission 


Port Commission Room 




3:15 p.m. 


Open Session 


@ Ferry Building 


NOTES: 









The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nernev(g)sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a bi-monthly basis, on the third 
Thursday of the month, from 1 1 :30 a.m. to 1 :30 p.m. @ Pier 1 . Contact Jim Maloney @ 274- 
0519 or iim.malonev(a)sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jennifer Sobol @ 274-0548 or iennifer.sobol(5)sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez(a>sfport.com 



The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre@sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
third Tuesday of the month from 11 a.m. to 1 p.m. in the Bayside Conf. Rm. @ Pier 1. Contact 
Dan Hodapp @ 274-0625 or dan.hodapp(a)sfport.com 



A1 2092008 

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ACCESSIBLE MEETING INFORMATION 
FERRY BUILDING: 



The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 



A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A1 2092008 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(q)sfqov.orq . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 



The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and 
report lobbying activity. For more information about the Lobbyist Ordinance, please 
contact the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San 
Francisco, CA 94102, phone (415) 581-2300 or fax (415) 581-2317; web site: 
www.sfqov.org/ethics . 

A1 2092008 

-8- 




PORT- 



SAN FRANCISCO 





MEMORANDUM 

December 4, 2008 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky J^^ 

FROM: Monique Moyer 

Executive Director 



SUBJECT: Request approval ofja Second Amendment to No. L-14414 with the Pilara 
Family Foundation withan effective date of January 1 , 2009 for the rental 
of 27,31 1 square feet of pier space at Pier 24 Annex, subject to Board of 
Supervisors' approval. 

DIRECTOR'S RECOMMENDATION: Approve Second Amendment 

I. HISTORY 

Pier 24 Annex was built in 1935-36 and is located south of the Ferry Building adjacent 
to and just north of Pier 26. It remains in nearly its original condition on the exterior and 
the interior. The Annex building is approximately 27,31 1 square feet of pile supported 
enclosed pier space. The site fronts on The Embarcadero and is within the Northern 
Waterfront Historic District. 

The Annex has been vacant since 1980. The Port has attempted to activate Pier 24 
Annex by the Requests for Proposals process ("RFP") beginning in 1989 and 
subsequently in 1998. Neither RFP resulted in a lease resulting from concerns 
regarding lack of parking, excessive noise due to the proximity to the Bay Bridge, and 
lack of utility services. 

In 2002, the Port Engineering Department conducted a Condition Facility Survey 
Inspection of the Annex and determined that it had extensive deterioration to its major 
structural elements making it uninhabitable and placed a Limited Access Condition or 
Yellow Tag status on the entire pier shed. 

In May 2007, Port staff engaged the Pilara Family Foundation in direct negotiations (the 
"Tenant"). These negotiations resulted in the execution of Lease No. L-14414 

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approved by the Port Commission on August 1, 2007. The Lease provided for a TA 
year term and rental rates that are consistent with the Port Commission approved FY 
2007-2008 Rental Rate Schedule. The Lease also requires the Tenant to make an 
initial capital investment of $3.2 million of which $1 .7 million is for core and shell 
improvements. 

Broadly defined, core and shell construction covers base building elements, such as the 
structure, substructure, building envelope and building-level systems, such as Heating, 
Cooling, and Air Conditioning. 

The Port and Tenant subsequently executed a First Amendment to the Lease on June 
6, 2008. The First Amendment made certain revisions to the Lease including providing 
for a Personal Guarantee by the Tenant in the amount of $6 million. The guarantee 
ensures the completion of the Tenant Improvements, including improvements to the 
core and shell of the building. 

During construction, the Tenant encountered unforeseen conditions, including 
extensive dry rot and termite damage resulting in the deterioration of the structural 
beams and the supporting piles on the eastern side of the Annex. These critical 
structural elements required complete replacement by the Tenant. The Port agrees 
that these conditions could not have been known prior to execution of the Lease without 
conducting invasive and destructive testing. 

The Tenant now estimates the total project cost at $1 1 million, of which approximately 
$7.5 million is for core and shell improvements, such as the roof, mechanical systems 
and substructure. This represents an increase of $5.8 million in direct benefit to a Port 
asset over the original amount of $1 .7 million. 

Due to the unexpected increase in costs and the direct benefits to the Port that the 
Tenant is willing to offer, the parties have agreed to amend certain terms of the Lease 
to: 

(i) Increase the amount of Base Rent from $0.40 per square foot to an initial 
amount of $1 .02 per square foot effective January 1 , 2009. In order to 
amortize the difference between the Gross Rent and the Net Effective Rent 
as a rent credit, the Port created a Gross Rent Valuation of $1 .02 per square 
foot. This represents the amount of rent the Port would likely receive from 
Pier 24 Annex if it were improved to the same level as that of like situated 
Port properties in the general area; and 

(ii) Extend the initial term by two and a half years for a total ten year term. The 
Port's Waterfront Land Use Plan provides for interim leasing for Non- 
Maritime related uses for a period of five (5) years, with a five (5) year 
option. In this instance, Port staff recommends a concurrent ten year lease 
term be approved to allow the tenant enough time to amortize a portion of 
the substantial capital investment they are making into Port property; and 



(iii) Provide rent credits to Tenant for certain improvements to the core and shell 
of the building as of October 28, 2008 that benefit the Port in an amount not 
to exceed $3 million. The Tenant will execute a new personal guaranty 
covering the increased costs. 

II. PROPOSED SECOND AMENMENT CHANGES TO LEASE 

• Term : The lease term shall be for a period of ten years. 

• Rent: 



Months 7 to 13 


$0.40 per square foot 


$10,924.40/month 


Months 14 to 78 


$1.02 per square foot 


$27,857.22/month 


Months 79 to 120 


$1.18 per square foot 


$32,226.98/month 



Rent Credit: Tenant shall be entitled to a rent credit taken against Rent otherwise 
due the Port for Certified Core Improvement Costs in an amount not to exceed $3 
million as follows: 



Months 7 to 13 


$00.00 


Months 14 to 78 


($27,000.00)/month 


Months 79 to 120 


($31,024.39)/month 



Personal Guarantee: Mr. and Mrs. Pilara to provide a personal guaranty to ensure 
the completion of the Improvements. 

Tenant in good standing. The Tenant is in good standing. 

Board of Supervisors: Final approval of the Second Amendment is subject to the 
final approval by the Board of Supervisors. 



RECOMMENDATION 



Port Staff recommends that the San Francisco Port Commission approve the Second 
Amendment to Lease L-14414 for the lease of Pier 24 Annex with the Pilara Family 
Foundation, a Nevada Non-Profit Corporation, for a term of ten years and subject to the 
additional terms and conditions set forth in said Second Amendment. Port staff further 
recommends the Port Commission authorize the Executive Director to forward said 
Second Amendment to the Board of Supervisors for approval pursuant to Board's 
authorization under Charter Section 9.1 18, and upon such approval, execute the 
Second Amendment. 



Prepared by: Jeffrey A. Bauer, Senior Leasing Manager 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



PORT COMMISSION 

CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 08-74 

Charter Section 4.1 14 empowers the Port Commission with the power 
and duty to use, conduct, operate, maintain, manage, regulate and 
control the Port area of the City and County of San Francisco; and 

the Pier 24 Annex is located on The Embarcadero south of the Ferry 
Building adjacent to and north of Pier 26 in the City and County of San 
Francisco and is within the Port's jurisdiction; and 

the Port negotiated lease No. L- 14414 through direct negotiations with 
the Pilara Family Foundation, a Nevada Non-Profit Corporation (the 
"Tenant") for the lease of Pier 24 Annex ("Lease"); and 

the Lease provides for a seven and a half year term and an initial 
annual rent of $131 ,092 after a six month construction period of free 
rent and requires the Tenant to make an initial tenant improvement 
investment in the amount of approximately $3.2 million as specifically 
detailed in the Lease; and 

the Port and Tenant executed a First Amendment to the Lease to allow 
for a personal guarantee in the amount of $6 million to ensure 
completion of the Improvements; and 

during the construction the Tenant encountered unforeseen conditions, 
and Tenant now estimates that the total project cost is $1 1 million, of 
which $7.5 million is for core and shell improvements which provide a 
direct benefit to Port; and 

due to the unexpected increase in costs and the direct benefits to the 
Port that the Tenant is willing to offer, the Port and Tenant have 
agreed to execute a Second Amendment to the Lease effective 
January 1 , 2009 to: (i) increase the amount of Base Rent; (ii) extend 
the initial term by two and a half years for a total ten year term; and (iii) 
provide rent credits to Tenant for certain improvements to the core and 
shell of the building that benefit the Port made as of October 28, 2008 
in an amount not to exceed $3 million. Mr. and Mrs. Pilara will provide 
to the Port a personal guaranty to ensure the construction of the 
project; now, therefore be it 

That the Port Commission approves subject, to Board of Supervisors' 
approval, the Lease and authorizes and directs the Executive Director 
or her designee to forward the Lease to the Board of Supervisors (the 
"Board") for approval, pursuant to the Board's authority under Charter 
Section 9.1 18, and upon the effectiveness of such approval, to execute 
the Lease; and, be it further 






Resolution No.08-74 
Page 2 



RESOLVED, that the Port Commission authorizes the Executive Director to enter into 
any additions, amendments or other modifications to the Lease that the 
Executive Director, in consultation with the City Attorney, determines 
are in the best interests of the Port, do not materially increase the 
obligations or liabilities of the City or Port, and are necessary or 
advisable to complete the transactions which the Second Amendment 
contemplates and effectuate the purpose and intent of this Resolution, 
such determination to be conclusively evidenced by the execution and 
delivery by the Executive Director of the Lease, and any such 
amendments thereto. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of December 9, 2008. 



Secretary 





-PORT°l_ 

SAN FRANCISCO 

MEMORANDUM 

December 4, 2008 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique Moyer 

Executive Directo 

SUBJECT: Request Approval to Extend Exclusive Negotiations for a Construction 

Materials Recycling Center for Seawall Lot 352 with Raisch Products, Inc. 
and S.F. Recycling and Disposal, Inc. 

DIRECTOR'S RECOMMENDATION: Approve the Attached Resolution 

Overview 

On October 1 1 , 2007, the Port Commission authorized Port staff to issue a request for 
proposals ("RFP") for a leasing opportunity for five acres of land at Pier 94, Seawall Lot 
(SWL 352), to operate a construction materials recycling facility specializing in 
processing of demolition concrete and related construction materials. In addition to 
providing lease revenue to the Port, the project will provide a means to process and 
dispose of approximately 120,000 tons of material abandoned at the site by a former 
Port tenant ("Existing Stockpile"). 

On February 26, 2008, the Port Commission approved Resolution 08-14 authorizing 
Port staff to enter into an Exclusive Negotiation Agreement (the "ENA") with Raisch 
Products, Inc. and S.F. Recycling and Disposal, Inc., a division of Norcal Waste 
Systems, Inc. 

Exclusive Negotiations 

Port staff executed an ENA and a companion license to enter Port property for 
purposes of site investigation on August 15, 2008. The long delay in entering the ENA 
after Port Commission authorization occurred primarily due to negotiation about the 
terms of the license to enter Port property. After two extensions, that agreement 

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Port Commission 
Page 2 

expired on December 3, 2008. S.F. Recycling and Disposal has paid the Port three 
$5,000 payments for the right of exclusive negotiations during this period. 

Since February 26, 2008, Port staff and Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. have negotiated the terms of a proposed agreement that would, if 
approved by the Port Commission, provide for a services contract to conduct crushing 
of the Existing Stockpile, a companion license effective during the period of crushing, 
and a proposed lease agreement for construction materials recycling center. Both 
parties expect to conclude negotiations within one month and be able to present the 
Port Commission a proposed agreement for its consideration in January 2009. Since 
February 26, 2008, Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. have 
also nearly finalized their own negotiations regarding the formation of a new jointly- 
owned company to run the operation, if an agreement is reached with the Port. 

The Port Commission in its sole discretion may approve extensions of exclusive 
negotiations beyond the initial period authorized by Port Commission Resolution 08-14. 

Conclusion 

Port staff recommends that the Port Commission authorize Port staff to extend the ENA 
with Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. for a period until 
January 31 , 2009 for a fee of $7,500. 

When the Port and Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. reach a 
proposed lease agreement, Port staff will return to the Port Commission with the 
proposed agreement for Port Commission review and approval. 



Prepared by: Brad Benson 

Special Projects Manager 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



RESOLUTION NO. 08-75 

Section B3.581 of the Charter of the City and County of San Francisco 
empowers the Port Commission with the authority and duty to use, 
conduct, operate, maintain, manage, regulate and control Port area of 
the City and County of San Francisco; and 

Under Charter Section B3. 581(g), leases granted or made by the Port 
Commission shall be administered exclusively by the operating forces 
of the Port Commission; and 

On November 1, 2007, the Port issued a Request for Proposals ("RFP") 
for a Construction Materials Recycling Center at Seawall Lot 352 (SWL 
352), a copy of which is on file with the Port Commission Secretary; 
and 

Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. submitted 
the highest scoring proposal among all the respondents to the RFP; 
and 

Port staff has outlined the RFP and the subsequent review process in 
its February 12, 2008 staff report to the Port Commission, a copy of 
which is on file with the Port Commission Secretary, and based on the 
information and evaluation set forth therein, the Port Commission 
authorized Port staff to enter into an Exclusive Negotiation Agreement 
with Raisch Products, Inc. and S.F. Recycling and Disposal, Inc., jointly, 
for a services contract to process and dispose of approximately 
120,000 tons of material abandoned at the site by a former Port tenant 
and a subsequent lease of SWL 352 to operate a construction 
materials recycling center under terms substantially described in the 
RFP; and 

Port staff entered an Exclusive Negotiation Agreement with Raisch 
Products, Inc. and S.F. Recycling and Disposal, Inc., jointly, for the 
lease of five acres of SWL 352 under terms substantially described in 
the RFP on August 15, 2008, and, after two extensions, that 
agreement expired on December 3, 2008; now, therefore, be it 

That the Port Commission hereby authorizes the Executive Director of 
the Port, or her designee, to extend the Exclusive Negotiation 
Agreement between the Port and Raisch Products, Inc. and S.F. 
Recycling and Disposal, Inc. regarding the services contract and 
subsequent lease of SWL 352 until January 31 , 2009, which 
agreement(s) shall be in a form approved by the City Attorney's Office; 
and be it further 



Resolution No. 08-75 
Page 2 



RESOLVED, 



RESOLVED, 



This authorization does not constitute an acceptance of the proposed 
terms of Raisch Products, Inc. and S.F. Recycling and Disposal, Inc., 
but Port staff is directed to continue negotiations for a lease agreement 
and related documents on terms mutually acceptable to Port and 
Raisch Products, Inc. 

That the project identified in the RFP is subject to review of 
environmental impacts pursuant to the California Environmental Quality 
Act ("CEQA"), depending in large part on the extent to which the 
proposed operation by Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. continues the current type and intensity of industrial use; 
and, should further environmental review be required, as determined by 
the San Francisco City Planning Department, Raisch Products, Inc. and 
S.F. Recycling and Disposal, Inc., will be responsible for assuming 
certain development risks and retaining any environmental consultant 
assistance as needed to secure CEQA review; and furthermore, the 
Port may impose as conditions to approval of the lease, mitigation 
measures to resolve environmental impacts, as may be identified in 
CEQA environmental review analyses. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of December 9, 2008. 



Secretary 




PORT- 



SAN FRANCISCO 



MEMORANDUM 

December 4, 2008 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney A. Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique Moyer o^ '/ yiy ^^ 

Executive Director ^^ 

SUBJECT: Request approval for award of contract to Winzler & Kelly and Structus, 
Inc., Joint Venture for Engineering Design Services Related to the 
Brannan Street Wharf Project in an initial amount of $1 ,539,956, with a 
three-year term and option to renew for two additional years 

DIRECTOR'S RECOMMENDATION: Approve Resolution 

INTRODUCTION 

The Port Commission, at its meeting on March 11, 2008, authorized staff by Resolution 
No. 08-16 to issue a Request for Proposals soliciting engineering consulting services for 
the Brannan Street Wharf Project and to initiate a competitive selection process that 
would result in a staff recommendation for contract award. That competitive selection 
process resulted in a recommendation for contract award to Winzler & Kelly and Structus, 
Inc., a joint venture. The proposed contract amount is at the budgeted amount of 
$1,539,956 to complete: 

1) Phase 1: Site investigation, design brief, conceptual design, preliminary design 
and cost estimate; and 

2) Phase 2: Detailed engineering design, final cost estimate and construction 
documents. 

Phase 3: Bid, construction administration and project close-out will depend upon the 
outcome of Phases 1 and 2. Port staff will come back to the Port Commission with 
recommendations to amend the proposed contract to add Phase 3 at a later date, if 
deemed appropriate. 



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BACKGROUND 

The Project is located in San Francisco's South Beach area between Piers 32 and 38. 
The Project is intended to serve visitors to the waterfront and be a central space for the 
neighborhood. It is intended to enhance enjoyment of the Embarcadero Promenade 
and the Bay at all times of the day. 

The Brannan Street Wharf project will demolish the dilapidated Pier 36 and repair or 
replace Pier 34 marginal wharf deck and piling and create a new approximately 55,000 
square foot wedge shaped public open space platform supported on concrete piles over 
the San Francisco Bay. The new open space will start at the southwestern corner of 
Pier 30-32 and extend 800 feet south along the shoreline. The design will include a 
400-foot-long raised lawn area that varies in width from about 50 to 95 feet and is 
surrounded by a stepped seat wall with openings to provide accessible entries to the 
lawn area; an opening in the deck for a tidal display; shade structures with tables and 
seating beneath; an approximately 2,400 square foot float with a low edge suitable for 
kayak landing, with an accessible access gangway, and a securable portal structure at 
the gangway entry. 

The concept design was developed by the Port of San Francisco (Port) and the Bay 
Conservation and Development Commission (BCDC) working with a citizen advisory 
committee formed for this project. The design was then endorsed by the South 
Beach/Rincon Point Citizen Advisory Committee (CAC) and accepted by the Port 
Commission and the BCDC Commission. The Project was also reviewed by the 
Waterfront Design Advisory Committee (WDAC) and the BCDC Design Review Board. 
Further reviews by the design review bodies, the CAC and the Commissions will be 
required as the design is evolved to its final form. 

The budget for demolition and construction is $15 million. 

Proposed Contract Scope of Services 

The proposed contract to be awarded is divided into three phases as follows: 

Phase 1: Site investigation, design brief, conceptual design, preliminary design and 
cost estimate 

Phase 2: Detailed engineering design, final cost estimate and construction documents 
Phase 3: Bid, Construction Administration and Project Close-out 

Phase 1 

In this phase the consultant will review existing drawings and other technical 
documents, perform structural, hazmat and geotechnical surveys, develop project 
design criteria, and prepare a design brief. Based on these findings, the consultant will 
develop at least three (3) structural design alternatives and cost estimates. 

The consultant will then analyze the Project's existing Conceptual Design to determine 
its constructability within the defined project budget. The design will be tailored to meet 
the funding available. The design will then be presented for review and comments to: 



1 ) Port staff, 2) Port Commission, 3) at a joint meeting of the Port's Waterfront Design 
Advisory Committee (WDAC) with the Bay Conservation and Development 
Commission's Design Review Board (BCDC-DRB). 

After review of the Conceptual Design the consultant will develop a Preliminary Design 
to provide further resolution and verification of the Conceptual Design and cost 
estimates. 

Phase 2 

In this phase the consultant will thoroughly complete and coordinate all necessary 
design drawings, details, and specifications to a standard enabling efficient and 
effective bidding and construction. Consultant will provide 60% complete and 95% 
complete demolition and construction drawings, specifications and cost estimates to 
Port staff for review and comment. In addition, consultant will attend meetings with Port 
staff and other governmental agencies and forums as may be required. 

Phase 3 

The third phase will consist of assisting Port staff during the bidding and construction 
phase, including responding to contractors' questions, attending the pre-bid conference, 
and revising drawings or technical specifications as required. The consultant will also 
provide services during the construction process to assure that construction is 
proceeding in accordance with the contract documents and other Port requirements. 

Note: The Port does not guarantee that Phase 3 will be awarded. 

DISCUSSION 

The following is an overview of information about the selection process, the 
recommended firm, Local Business Enterprise (LBE) participation and proposed fees. 

Selection Process 

The Request for Proposals was issued on July 24, 2008 with a proposal due date of 
August 22, 2008 and oral interviews scheduled for September 5, 2008. The sign-in 
sheet indicates forty-four people in attendance at the pre-proposal meeting of August 7, 
2008. 

Due to extensive interest and intense competitiveness for this contract, some unique 
features of the RFP such as the City/Port Architectural staff involvement in the design, 
and the method of determining a portion of the fees, the schedule changed. The 
procurement schedule had to be modified to reflect a proposal due date of September 
8, 2008 with a date of September 24, 2008 for oral interviews. A total of five teams 
submitted proposals by the proposal due date of September 8, 2008. 

The Port's HRC Contract Compliance Officer verified that each firm responding to the 
RFP demonstrated a commitment to meet the 20% LBE subconsulting goal prior to 
proposals being distributed to the selection panel for review and scoring. 

-3- 



Selection Panel 

A five-member selection committee was composed of three Port staff members (two 
from the Engineering Division and one from Planning and Development Division), plus 
staff members from the San Francisco Department of Public Works and San Francisco 
Public Utilities Commission. In addition, the Port's Brannan Street Wharf Project 
Manager participated as a non-scoring member of the selection panel. The Port's 
Contract Manager and HRC Contract Compliance Officer facilitated and monitored the 
selection process. 

Evaluation Criteria 

The written proposal phase of the evaluation process was weighted at 50%. The 

interview was weighted at 37.5% and the reference scores were weighted at 12.5%. 

The evaluation criteria for written proposals included: 1) Project Approach; 2) Assigned 
Project Staff; and 3) Experience of the primary firm and sub-consultants. 

Additional evaluation factors considered during the interview included: 

1 . Project Management and Administration; 

2. Communication; 

3. Quality assurance; 

4. Demonstrated ability to keep costs contained and within project budgets; 

5. Knowledge of local conditions and familiarity with the project facility or similar 
pier; 

6. Demonstrated interest of the consultant in the success, efficiency, and workability 
of the project during construction and post construction operation; and 

7. Ability of the consultant to furnish effective and timely construction observation 
services. 

Pursuant to RFP requirements, the selection panel interviewed the top three ranked 
firms from the written proposal phase of the selection process. 

Reference scores were based upon the following criteria: 

Completion of projects listed for experience and firm's role 

Completion of projects on time and within budget 

Effectiveness in amicably resolving disputes 

Use of staffing listed in the SOQ/Proposal 

Staffing Performance 

Management Performance 

Project relevance to the RFP project 

Communication 

Overall Quality of Work 

After the interview process and scoring of respondents' references, the final evaluation 
scores (as shown in Exhibit 1) resulted in the following ranking of the responding short- 
listed firms: 



Final Ranking Name of Lead Consultant Team 

1 Winzler & Kelly Engineers/Structus Joint Venture 

2 Creegan & D'Angelo/AGS Inc. Joint Venture 

3 URS Corporation 

The Port issued a Notice of Intent to Award on November 18, 2008 indicating the intent 
to recommend to the Port Commission award of contract to Winzler & Kelly 
Engineers/Structus Joint Venture. 

At this time, Port staff have negotiated the fee and secured the requisite insurance 
documents from the top ranked firm, Winzler & Kelly Engineers/Structus Joint Venture. 

Company Information for the Recommended Firm: Winzler & Kellv/Structus JV. 
Winzler & Kelly Engineers currently are under a three-year contract with the Port 
through an as-needed contract in the amount of $1 ,500,000. Its joint venture partner, 
Structus Inc. is certified through the San Francisco Human Rights Commission as a 
Local Business Enterprise (LBE) firm whose ownership is an ethnic minority - Asian. 
Both firms have worked together previously and separately on Port projects in the past. 

Proposed fees: 

$ 797,164 Phase 1: Site investigation, design brief, conceptual design, preliminary 

design and cost estimate; and 
742,790 Phase 2: Detailed engineering design, final cost estimate and construction 

documents. 
$1 ,539,954 Total fee for the above services 

153,995 Contingency @ 10% 
$1 ,693,949 Total Not to Exceed Amount of Contract Award 

Local Business Enterprise (LBE) Participation 

The Winzler & Kelly/Structus Joint Venture listed the following LBE participation in their 
proposal: 

Firm Name Portion of Work % Participation 



Geotechnical Consultants 


Geotechnical Engineering 


10.6% 


M. Lee 


Cost Estimating 


6.4% 


Underwater Resources, Inc.* 


Diving Inspections 


3.7% 


NBA Engineering 


Mechanical/Electrical 


3.6% 



Total LBE Participation 24.3% 

*Port tenant 

Protest of Contract Award 

After issuance of the Notice of Intent to Award and providing the 2 nd ranked proposer 
requested information concerning the selection process, on November 26, 2008 at 2:54 
p.m., the Port Contract Manager received a Protest of Contract Award Selection from 
Creegan & D'Angelo/AGS Inc. Joint Venture. The Port rejected the protest as without 

-5- 



merit on December 3, 2008 with an invitation for a debriefing to further review the 
process in detail. A meeting with the protesting firm has been scheduled for Monday, 
December 8, 2008. 

RECOMMENDATION: 

Port staff requests authorization to award the subject contract to Winzler & 
Kelly/Structus Joint Venture for a maximum term of three years and in the amount not to 
exceed $1,539,956, plus a ten percent (10%) contingency amount of $153,995. 



Prepared by: Norma Nelson, Port Contract Manager 
Kim von Blohn, Project Manager 



-6- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 08-76 



WHEREAS, The Port and the San Francisco Bay Conservation and Development 
Commission (BCDC) both called for the development of the Brannan 
Street Wharf (the Wharf) when these two agencies reached an historic 
agreement in July, 2000, establishing consistent policies for the San 
Francisco waterfront in the Port and BCDC's plan; and 

WHEREAS, When completed, the Brannan Street Wharf will be a new open space 

over the water, consisting of approximately 55,000 square feet, adjacent 
to The Embarcadero Promenade between Pier 30-32 and Pier 38; and 

WHEREAS, Port staff obtained approval from the Civil Service Commission on 
February 19, 2008, authorizing the Port to contract with a private 
engineering firm for consulting design services for the Brannan Street 
Wharf project; and 

WHEREAS, the Port Commission authorized staff under Resolution No. 08-16 to 
advertise and issue a Request for Proposals ("RFP") for design and 
engineering services for the Brannan Street Wharf Project, and thereafter 
Port staff issued such RFP; and 

WHEREAS, the Port Commission has allocated funding in its Capital Budget to pay for 
the proposed consulting engineering services estimated to cost 
$1 ,539,956; and staff propose an additional contract contingency of 10%, 
or $153,995, to be funded from the Capital Budget for unanticipated 
contingencies; and 

WHEREAS, in response to the RFP, Port staff received and evaluated five proposals 
for design and engineering services of the Wharf project, and have 
determined Winzler & Kelly and Structus, Inc., Joint Venture, to be the 
highest ranked team and, therefore, the most qualified responsive 
candidate pursuant to the RFP criteria; and 

WHEREAS, in its proposal, Winzler & Kelly and Structus, Inc. has made a commitment 
of 20% San Francisco Human Rights Commission Local Business 
Enterprise sub-consultant participation; and 

WHEREAS, Port staff recommend award of the contract for design and engineering 
services of the Wharf project to Winzler & Kelly and Structus, Inc., Joint 
Venture; now, therefore be it 



Resolution No. 08-76 
Page 2 



RESOLVED, that the Port Commission hereby authorizes a contract award to Winzler & 
Kelly and Structus, Inc., Joint Venture, in an initial amount not to exceed 
$1 ,539,956 for a term of three years, with the option to extend the term in 
one year increments, for a maximum term of five years; and be it further 

RESOLVED, that the Port Commission authorizes Port staff to increase the contract 
amount, as necessary for unanticipated contingencies, by an additional 
sum of $153,995 (10% of $1,539,956) through contract modification or 
change order; and further authorizes Port staff to execute necessary 
contract documents for such purpose. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of December 9, 2008. 



Secretary 



-8- 



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PORT- 



SAN FRANCISCO 



MEMORANDUM 



December 3, 2008 



TO: 



FROM: 



SUBJECT: 



MEMBERS OF THE PORT COMMISSION 
Hon. Kimberly Brandon, President 
Hon. Rodney Fong, Vice President 
Hon. Michael Hardeman 
Hon. Ann Lazarus 
Hon. Stephanie Shakofsky 



Monique Moyer 
Executive Director 




Approval of a one-year Berthing Agreement and Lease No. L-14648 with 
four one-year options and one six month holdover option period with 
California Sealift Terminals, Inc. to layberth three vessels belonging to the 
U.S. Maritime Administration at Pier 50 and Pier 96. 



DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

Background 

The United States Department of Transportation, acting through the Maritime 
Administration ("MARAD") operates and maintains a fleet of cargo ships of various 
types for use by the Department of Defense in the event a sealift of military equipment 
is required for national security. 

These ships are maintained in a ready status at various locations in the U.S. They are 
manned by crews whose duty is to keep the ships in a readiness condition so that they 
are able to be fully crewed and ready to load cargo within 96 hours of notice of 
activation. 

In 1998, the Port of San Francisco entered into a series of five one-year berthing 
agreements with California Sealift Terminals Inc. (CSTI) to provide layberthing 
operations in California for six ready reserve fleet ships on behalf of the U.S. Maritime 
Administration. This agreement ended at the end of 2003. Subsequently, the Port of 
San Francisco entered into another series of five one-year berthing agreements with 
CSTI for three ready reserve vessels at Pier 50 and Pier 96 that expires at the end of 
this year. This agreement was amended in December of 2007 to give CSTI $100,000 in 
rent credits to offset higher than expected utility installation costs. 

THIS PRINT COVERS CALENDAR ITEM NO. 10A 



F SAN FRANCISCO 



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FAX 415 274 0528 



WEB sfport.com 



ADDRESS Pi 

San Franeicso, CA 941 



A new solicitation, DTMA1 B08009 was opened by the Maritime Administration this 
summer to provide layberthing operations for three ready reserve ships on the U.S. 
West Coast. 

CSTI submitted a bid to the U. S. Maritime Administration to provide layberthing 
services for three ships at the Port of San Francisco. They were the low bidder for this 
solicitation to provide layberthing for three ready reserve ships to be located at Pier 50 
and 96. CSTI will be responsible for all capital improvements to the piers including 
electrical, water, sewer, fendering, security and dredging. 

Berth Locations 

• Pier 50, one berth, two ships and approximately 50,000-sq. ft. of apron. 

• Pier 96, one berth, one ship and approximately 63,000 sq. ft. of apron. 

Proposed Berthing Agreement 

CSTI's contract with the government will be for five one-year periods renewable 
annually by MARAD. CSTI will pay the Port $520,120 per year for the three berthing 
sites or $1 ,425.00 per day for the three ships at Pier 50 and Pier 96. This represents a 
56% increase in revenue to the Port as compared to the prior agreement. After the first 
year, if the government removes an individual ship or ships, the rent will decrease by a 
proportional amount and the Port may terminate that portion of the leasehold. The Port 
will retain the improvements to the piers made by CSTI. CSTI will have a 180-day 
holdover option at the same per diem berthing rates at the end of the five-year 
agreement. 

This berthing agreement differs from the standard lease parameters in that the rent is 
based on a daily, per ship rate of $475 per day. The Port has the right to terminate this 
contract for any Port project and refund the cost of any unamortized improvements back 
to the tenant. Changes from the standard Port lease include a waiver of the 
proportionate share of expenses provision and an allowance to pay rent in arrears. It 
also includes exceptions in Port standard liability requirements taking into account 
MARAD's status as a federal agency. All other terms are substantially in the form of the 
Port's standard lease, including all City requirements. 

Prior to awarding the contract, CSTI must demonstrate that it has a legally enforceable 
right to the possession of the facilities to provide layberthing services. This lease and 
berthing agreement will provide that right to possession. In the event CSTI is denied 
this contract, the lease becomes void. In the lease and berthing agreement, CSTI is 
granted the right to occupy the premises on the day that the government issues a notice 
to proceed expected to be about January 15, 2009. 

Staff recommends approval of the berthing agreement and lease with CSTI in 
substantially the form attached hereto and consistent with the financial terms set forth 
above. 

Prepared by: Peter Dailey 

Deputy Director of Maritime 



PORT COMMISSION 

CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 08-77 

WHEREAS, Charter Section B 4.1 14 empowers the Port Commission with the power 
and duty to use, conduct, maintain, manage, regulate and control the Port 
area of San Francisco; and 

WHEREAS, under Charter Section B 3.581 (g) leases and franchises granted or made 
by the Port Commission shall be administered exclusively by the Port 
Commission; and 

WHEREAS, the Port desires to enhance its position in the Bay Area maritime industry; 
and 

WHEREAS, Port staff has worked closely with the MARAD and California Sealift 
Terminals, Inc. to provide layberthing services for three ready reserve 
ships; and 

WHEREAS, California Sealift Terminals, Inc. was the low bidder for the MARAD 
Solicitation No. DTMA1 B08009; and 

WHEREAS, to be awarded the layberthing contract by MARAD, California Sealift 
Terminals, Inc. must demonstrate that it has right to possession of the 
three Port of San Francisco berths; and 

WHEREAS, Port staff believes that this layberth agreement and lease provides 

additional maritime business for San Francisco, assisting not only the Port 
but many of its harbor services and ship repair customers; and 

WHEREAS, the project has been reviewed under CEQA and it has given a general rule 
exclusion meaning that the project will have no adverse physical effects 
on the environment; and, now, therefore be it 

RESOLVED, the San Francisco Port Commission hereby authorizes staff to complete 
negotiations with California Sealift Terminals, Inc. and enter into a lease 
agreement in substantially the form on file with the Port Commission 
Secretary incorporating the financial terms described in the Memorandum 
for Agenda Item 10Aforthe December 9, 2008 Port Commission meeting 
and hereby authorizes the Executive Director of the Port to execute the 
same on behalf of the Port as approved as to form by the City Attorney's 
office. 

/ hereby certify that the foregoing resolution was adopted by the San Francisco 
Port Commission at its meeting of December 9, 2008. 



Secretary 




PORT- 



SAN FRANCISCO 



TO: 



FROM: 



SUBJECT: 



MEMORANDUM 

December 3, 2008 

MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

Monique Moyer OQ/<(l^ 
Executive Director 

Implementation of Downtown Ferry Terminal Expansion as envisioned in 
the Waterfront Land Use Plan, and Request for Authorization to Enter into 
Agreements with the Water Emergency Transportation Authority (WETA) 
for Joint Planning. 

DIRECTOR'S RECOMMENDATION: Approve Resolution 

Summary 

With the formation of the Water Emergency Transportation Authority (WETA) in early 
2008, implementation of the last major project in the Ferry Building Area, expansion of 
the Downtown Ferry Terminal, is ready to begin. Pre-implementation planning for this 
project is needed to address issues related to the expansion of ferry service and the 
rehabilitation of the Agriculture Building, as well as a number of ongoing needs for the 
area including visitor parking and transportation, public access, and emergency 
preparedness. Port staff is seeking authorization to enter into agreements enabling joint 
planning between the Port and WETA. 

Background 

In the last 10 years, the Ferry Building Area has regained an identity as the hub of the 
Bay Area regional ferry system. Given existing and projected congestion in the Bay 
Area's regional transportation system, demand for ferry service will grow. During the 
early to mid-1990, the Port Commission secured $17 million in grants and Port capital 
funds to develop and implement a Concept Plan for the Downtown Terminal. 
Thereafter, the Port implemented "Phase I", which included two new terminals (Gates 
"B" and "E"), and the Pier 14 breakwater and public pier. Gates B and E each provide a 
two-berth float and currently serve ferry routes to Vallejo, Tiburon, Oakland/Alameda 
and Harbor Bay Island operated by Blue & Gold Fleet and Harbor Bay Maritime. 

THIS PRINT COVERS CALENDAR ITEM NO. 11 A 



SAN FRANCISCO 



WEB sfport.com 



ADDRESS Pier 1 
San Fiancicso, CA 94. 



Water Emergency Transportation Authority (WET A) 

WETA is a regional agency originally established by the State to operate a regional 
passenger ferry system on San Francisco Bay. The agency, formerly known as the 
Water Transit Authority, not only gained an "E" in its acronym, but also saw its mandate 
expanded by Senate Bill 976, which became effective on January 1, 2008. SB 976 
transformed WTA into WETA, an agency charged with developing a ferry system to 
increase regional mobility while also providing emergency transportation in the event of 
a disaster. 

WETA is responsible for developing a comprehensive plan (Transition Plan) to 
consolidate the Vallejo, Alameda and Harbor Bay Ferry Services systems under one 
entity, i.e., WETA. Additionally WETA is charged with developing an Emergency Water 
Transportation System Management Plan for water transportation services in the Bay 
Area region in the event that bridges, highways, and other facilities are rendered wholly 
or significantly inoperable. Early work on both the Transition Plan and emergency plan 
acknowledge that the Downtown Ferry Terminal is essential for both operational and 
emergency management purposes. WETA went to its board on December 4, 2008 to 
initiate steps to secure funding and begin letting contracts to implement the next phases 
of conceptual design and planning for the Downtown Ferry Terminal Expansion project. 

Other Stakeholders 

There are a number of stakeholders, including Port tenants with long-term leasehold 
interests, located within the Ferry Building Area. Ferry Building Investors and Equity 
Office Properties (EOP) manage the 66-year Ferry Building lease area that includes the 
Ferry Building and Ferry Plaza, as well as an agreement with CUESA, the operator of 
the outdoor Farmers' Market. EOP also manages a related parking agreement which 
includes management of SWL 351 . Ferry Plaza Limited Partners (FPLP) is also a long- 
term tenant on the Ferry Plaza that manages the (currently vacant) former Gabbiano's 
site. There are a number of operational issues affecting these tenants that will be 
considered when developing long-term improvement plans for the area, such as 
establishing a stable parking resource for the area and reconciling transportation and 
circulation issues as ferry activities increase over time. In addition, the Port has shorter- 
term leases with Sinbad's Restaurant and several tenants at the Agriculture Building, 
including Amtrak, whose current operational needs and objectives may also be 
considered in the planning process. 

Agriculture Building 

Located to the south of the Ferry Building, the Agriculture Building is populated primarily 
by small office users with an Amtrak bus/rail station on the ground floor. The Agriculture 
Building, originally constructed in 1914, is a modified palazzo building with Renaissance 
ornamentation and is listed on the National Register of Historic Places. Because of its 
proximity to proposed ferry terminals at Pier 2, the rehabilitation of the Agriculture 
Building must be addressed concurrently with the Downtown Ferry Terminal Expansion 
project. 

Work Program 

The Downtown Ferry Terminal Expansion project will be developed with ongoing input 
from interested members of the public as well as current and prospective tenant 



stakeholders. Workshops, stakeholder meetings, technical or design advisory meetings, 
and/or public hearings may all be used as forums for discussion. Port staff anticipates 
initial meetings with key stakeholders to gather information regarding their needs in 
implementing Downtown Ferry Terminal Expansion in early 2009, while WETA initiates 
its process to secure consulting expertise for conceptual design and environmental 
review. 

The goals of the work program will be shaped by the Port and City land use plans for 
the area and the long-term objectives of the various public agencies and private tenant- 
stakeholders in the area. Although preliminary, Port staff expects the work program to 
address at least the following issues: 

• Ferry Terminals and Emergency Facilities. Develop up to three additional 
terminals and related ferry facilities. Two of these terminals would be located 
behind the Agricultural Building, just south of the existing Alameda/Oakland berth 
at Gate E. the third terminal would be at the Pier 1 / 2 site just north of Vallejo's 
berth at Gate B. Analyze and design passenger waiting areas near each of 
these terminals and emergency staging facilities needed to serve the emergency 
evacuation needs identified by WETA. 

• Land Use Implementation Strategy . Develop a long-term land use 
implementation strategy that balances the transportation and other multi-use 
needs of the area including evaluation of the Agriculture Building, Pier Vz, public 
access areas, and transportation and service areas. Analyze various strategies 
for rehabilitation of the Agriculture Building, including uses that would allow both 
public funds and private investment for its redevelopment. 

• Landside Transportation, Circulation, & Parking. Strengthen and coordinate the 
inter-modal transportation connections in the Ferry Building Area. Design a 
circulation system that allows all modes of travel to serve the needs of the 
Downtown Ferry Terminal, BART, Ferry Building and Agriculture Building 
including buses, valet, taxis, bicycles and secure storage for bikes, pedestrians, 
delivery, and parking. Address parking needs of the Ferry Building Marketplace, 
Farmer's Market and other uses. 

• Public Access Plan and Program . Improvements and operational needs sought 
by the various Ferry Building Area stakeholders will include a complementary 
public access plan that enhances public use and enjoyment of the Bay. This is 
considered key to responding long standing planning objectives of the Port and 
BCDC. 

Program Goals & Objectives 

The proposed work program described above provides a framework for the 
implementation of critical projects and programs in the Ferry Building Area in a manner 
that is consistent with the Port's objectives for stewardship of the waterfront. The Port's 
specific objectives for the expansion of the Downtown Ferry Terminal and related Ferry 
Building Area improvements include the following: 

• Accommodate WETA's projected increase in ferry ridership in the project area. 

-3- 



• Accommodate the Port's and WETA's Disaster Emergency Response needs. 

• Renovate the Agriculture Building consistent with historic standards, and 
consideration given to potential funding sources including Prop K fund guidelines 
and historic rehabilitation tax credits. 

• Establish an area parking management program that addresses the area's visitor 
parking needs and provides designated spaces for farmers' market trucks, 
disabled visitors as well as spaces for alternative transportation means (bikes 
and flex-car options) and buses. 

• Enhance the project area's public access and open space with design and crime 
prevention features to create attractive, safe 24-hour public spaces that would 
attract a multitude of users throughout the day. 

• Establish a circulation plan for the area that provides a clear pedestrian route for 
ferry- to-bus transfer, as well as safe routes for bikes, emergency vehicles, and 
delivery trucks to enter, park and exit the Planning Area. 

• Achieve a collaborative planning and design review process with BCDC 1 , SHPO, 
the State Lands Commission staff, and the public that addresses their main 
concerns. 

• Coordinate BART Safety improvements with plaza improvements and project 
area goals. 

Next Steps 

As reflected in this report, there are a number of discrete but inter-related activities 
underway to continue to improve the Ferry Building Area. Port staff will seek direction 
from the Port Commission throughout the process in order that the resulting project can 
be supported by the Port Commission as well as our stakeholders. Immediate next 
steps recommended by staff: 

1 . Port staff seeks comments, ideas, and concerns from the Port Commission, 
stakeholders and the public; and 

2. Contingent upon approval of the attached resolution, enter into an agreement 
with WETA to facilitate the conceptual design and environmental review process 
for the expansion of the Downtown Ferry Terminal and related improvements, 
including but not limited to the rehabilitation of the Agriculture Building. This 
agreement shall include clear delineation of roles and responsibilities, public 
outreach plans, and enumeration of each party's commitment to cost sharing; 
and 

3. Begin stakeholder outreach to further shape the implementation of changes 
required for additional ferry service but continues to meet the needs of existing 
stakeholders and public access users. 



BCDC permit obligations require creative solutions. BCDC permit obligations currently requires that: (1) Pier 2 
must be removed as part of the Agricultural Building improvement project or the restaurant at Pier 2 must be 
reconfigured, (2) All parking over water in the Ferry Building Area must be removed, and (3) Pier Vi parking must 
be removed - only the portion that is necessary for vessel berthing and public access may remain. 

-4- 



Recommendation 

Port staff recommends approval of the attached resolution authorizing the Port 
Executive Director to enter into agreements with WETA which shall: (a) enable the Port 
and WETA to perform joint planning of the Ferry Building Area and Downtown Ferry 
Terminal Expansion; and (b) allow WETA to begin the conceptual design and 
environmental review process for a planned expansion of the Downtown Ferry Terminal 
and related improvements, including the renovation of the Agriculture Building. 



Prepared by: 



Jonathan Stern, Assistant Deputy Director, Planning & 

Development 

Dan Hodapp, Senior Waterfront Planner 

James Hurley, Planning & Development Feasibility Analyst 



-5- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 08-78 



WHEREAS, The Ferry Building Area has seen significant improvement since the 
adoption of the Waterfront Land Use Plan including completion of the 
Embarcadero Promenade, renovation of the Ferry Building, Pier 1, and 
Pier 1 1 / 2 , 3 and 5; and 

WHEREAS, The Water Emergency Transportation Authority (WETA) is charged with 
developing a ferry system to increase regional mobility while also 
providing emergency transportation in the event of a disaster; and 

WHEREAS, Expansion of the Downtown Ferry Terminal, including the rehabilitation of 
the Agriculture Building represents the final major waterside project 
envisioned in the Ferry Building Waterfront Area of the Waterfront Land 
Use Plan; and 

WHEREAS, Port staff seeks comments, ideas, and concerns from the Port 
Commission, stakeholders and the public; and 

WHEREAS, Orderly joint planning relies on clear delineation of roles and 

responsibilities, public outreach plans, and enumeration of each party's 
commitment to cost sharing; now, therefore, be it 

RESOLVED, That the San Francisco Port Commission hereby authorizes the Port's 
Executive Director to enter into agreements enabling: 1 ) Port and WETA 
to perform joint planning of the Ferry Building Area and Downtown Ferry 
Terminal Expansion on Port property; and 2) WETA to begin the 
conceptual design and environmental review process for a planned 
expansion of the Downtown Ferry Terminal and related improvements 
which will result in a staff recommendation for Ferry Building Area 
improvements subject to approval at a future Port Commission meeting. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of December 9, 2008 



Secretary 



-6- 




TO: 



FROM: 



-P0RT°!_ 

SAN FRANCISCO 

MEMORANDUM 

December 3, 2008 

MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

Monique Moyer (/ 
Executive Director 




\ 



SUBJECT: Information Presentation on a Ten-Year Review of the Waterfront Land Use Plan 
DIRECTOR'S RECOMMENDATION: No Action Required; Informational Presentation 

BACKGROUND 

At the August 12, 2008 Port Commission meeting, Port staff made a presentation on the 
Waterfront Land Use Plan ("Waterfront Plan") and accompanying staff report, dated August 7, 
2008. That presentation reviewed the history of the development of the Waterfront Plan in 
response to Proposition H, approved in 1990. It included a discussion of the scope and content 
of the Plan and key issues and perspectives that informed it, and the seven-year public planning 
process through which it was developed. The Waterfront Plan and its companion Waterfront 
Design & Access Element are posted on the Port's website, www.sfport.com . 

The August 2008 staff report is incorporated by reference into this report. The purpose of this 
December 2008 staff report is to review the many implementation efforts and achievements that 
have taken place since the Port Commission approved the Waterfront Plan in 1997 as the Port's 
official planning policy document. 

OVERVIEW 

Over the past 1 years, the City has seen a transformation along the waterfront. There have 
been many different projects and proposals, large and small. The Waterfront Plan has provided 
a comprehensive, sound policy framework to evaluate the land use, urban design, historic 
preservation and public access issues that need to be considered when new projects emerge, 
along with the Port Commission's fiduciary responsibilities. In fact, this is what was anticipated 
by the Waterfront Plan Advisory Board, the community-based body which developed and 
recommended the Waterfront Plan to the Port Commission. They recognized that the 
Waterfront Plan should not be prescriptive, that it should be designed to embrace discussions of 
different ideas and ways in which its policies could be achieved, based on the give and take of 
rigorous public review and debate that San Francisco is known for. 

THIS PRINT COVERS CALENDAR ITEM NO. 11B 



IT OF SAN FRANCISCO 



TEL 415 274 0400 



TTY415 274 0587 



WEB sfport.com 



ADDRESS Pier 1 
San Francicso, CA 94: 



As such, the Waterfront Plan has provided the Port and City with a laboratory of sorts, where 
many different types of projects have been proposed and considered, and a good number of 
them successfully implemented. This staff report chronicles waterfront development, planning, 
public improvement, infrastructure, regulatory and other key implementation projects and 
initiatives in two ways: 

• A comprehensive summary of those efforts, organized by geographic subarea as 
defined in the Waterfront Plan, is presented in Appendix A. 

• The staff report discussion which follows highlights selected projects and actions that 
reflect the Port's accomplishments or dedication to realize the Waterfront Plan. These 
experiences also highlight the opportunities and challenges of improving the waterfront, 
and how they triggered responses by the Port, City and State agencies to create new 
avenues in support of the Waterfront Plan. 

This staff report includes Port staff observations and discussion of some of the unexpected 
challenges encountered, which provide insights about how to pursue projects in the future. The 
intent is to help inform the Port Commission and public on its assessment of the Waterfront 
Plan, and to invite public review and comment. Such public exchange will ensure that the 
Waterfront Plan remains a living document that continues to provide sound policy direction to 
improve the San Francisco waterfront for the benefit of the public. 

WATERFRONT LAND USE PLAN 

As indicated above, the August 2008 Port staff report provides a detailed discussion about the 
scope and content of the Waterfront Plan. In sum, the Plan responded to, and then went 
beyond the requirements of Proposition H to chart broad goals, general land use policies, and 
list unacceptable uses which apply Port-wide, with the overarching objective of "Reuniting San 
Francisco with its Waterfront". It divides the 7.5 miles of Port jurisdiction into five waterfront 
subareas (as identified in Appendix A), for which the Plan also defines objectives and 
development standards particular to each area. 

Within each subarea, the Plan identifies acceptable maritime and non-maritime uses, locations 
for public open spaces, and "Waterfront Mixed Use Opportunity Areas". Here, the Plan intends 
to create a series of places along the waterfront which bring together new development that 
extends the City out to the piers, incorporating public access and open spaces, and compatible 
maritime uses. In so doing, these new developments are to be unique, distinct from mixed use 
development elsewhere, while also responding to the Port's mission and Proposition H priority 
of protecting and promoting maritime industry along San Francisco's waterfront. 

PROMOTING MARITIME INDUSTRY 

One of the main issues that gave birth to Proposition H was the concern that the Port was not 
doing enough to retain maritime industries in San Francisco. Accordingly, the planning process 
was designed to give first consideration to the current and future land needs of the maritime 
industry. With 10 different maritime industry categories defined in the Waterfront Plan, the Port 
of San Francisco is one of the most diverse maritime ports in the nation, where each industry 
has its own unique set of issues and needs. 

Since the Waterfront Plan was approved, the Port has worked tirelessly to sustain and expand 
maritime business opportunities throughout the Port. The Waterfront Plan has provided 
important direction to help move the City and Port forward to realistically assess and define its 

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strategic opportunities, and address the issue of reusing its historic breakbulk piers in the 
northern half of the waterfront. Below is a summary of 1 8 such efforts: 

Fishing Industry 

• Hvde Street Harbor (2001) - The Port sponsored the design and construction of a new $7 million 
Hyde Street Commercial Fishing Harbor, providing 62 new berths, immediately adjacent to Pier 
45, Sheds B & D. The Harbor project followed up a $14 million Port capital program to make 
seismic repairs to the entirety of Pier 45, and then to create 108,000 s.f. of modern fish 
processing space. Together, the Pier 45, Sheds B & D, and Hyde Street Harbor improvements 
put San Francisco back on the map as a fishing industry center. The Port has 13 fish processor 
tenants and no vacancies, and most are anticipated to renew their leases in 2008, or creating 
lease opportunities for other fish processing businesses. 

• Waterfront Plan Amendments - Fish Alley (2001) - Waterfront Plan policies for Fish Alley, as 
approved in 1997, allowed interim, adaptive reuse of Fish Alley buildings for maritime and non- 
maritime uses other than the fishing industry. In response to public comments and concerns by 
Fisherman's Wharf area stakeholders, the Port Commission approved amendments in 2001 to 
restrict uses to primarily fishing industry and maritime related uses. 

Cargo Shipping 

• Transitional Maritime Facilities - The Waterfront Plan identifies Pier 15-17, 19-23 and 27-29 as 
"Transitional Maritime Facilities" acknowledging that land uses changes in adjacent 
neighborhoods, along with The Embarcadero transportation improvements, would eventually 
sunset cargo shipping in the northeastern waterfront. The Port continued to market and monitor 
these cargo facilities and, after careful study, has terminated cargo operations in the northeastern 
waterfront. However, these piers continue to be important resources for other maritime, berthing 
and harbor services. To accommodate this change to its cargo portfolio, the Port's Maritime 
Division has devoted significant time to retool its focus on cargo shipping in the Southern 
Waterfront. 

• Piers 80 and 94-96 Terminals - The Port has expanded its marketing efforts to assess realistic 
business opportunities for its cargo facilities from Pier 80 to Pier 94-96. As a result, Pier 80 has 
been converted from container use to a general cargo facility to attract a broad array of 
customers. Also, the Port launched a new business model by opening Pier 94-96 to bulk cargo, 
which provides a logical long-term center for the construction industry in San Francisco and a 
competitive advantage for the Port. 

• Illinois Street Bridge (2008) - In support of its maritime cargo center, the Port also has made 
major improvements to the industrial transportation network, with the completion of the Illinois 
Street Bridge. This bridge provides direct freight rail access to Pier 80 and a connection to Pier 
94-96 via the Port's existing freight rail yard along Cargo Way. It serves all types of cargo and 
industrial operations, and can provide disaster assistance transportation services for the City. 
The Port has a tenant, San Francisco Bay Rail, which conducts freight train operations between 
its terminals and the Union Pacific Mainline. SF Bay Rail has retrofitted its train engines, which 
run on biodiesel, and recently received a Green Business award. 

Maritime Support and Harbor Services 

• Pier 50 Port Maintenance Center (1999) - In concert with the development of AT&T Ballpark at 
China Basin, the Port established a new central base for its maintenance operations at Pier 50, 
Shed D. 

• Harbor Services - The Port has been protective of maintaining a base of harbor services, which 
can co-exist with new, publicly-oriented mixed use development. In 2008, the Port signed a new 
10-year lease with Westar Marine Services at Pier 50. The Port is working with the Exploratorium 
to ensure the proposed science museum complex also provides for retention and improvement of 
facilities for Baydelta Maritime, a tug and tow maritime operator. 

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Ferries 

• Downtown Ferry Terminal. Phase I (2003) - The Port secured $17 million to design and construct 
the Gates B and E, the Pier 14 breakwater, and the eastern promenade along the Bay side of the 
Ferry Building, as a coordinated, shared public access element of the Ferry Building Historic 
Rehabilitation project. 

• Water Emergency Transit Authority (WETA) - WETA has become a Port tenant, with anchor 
offices and planned layover berthing facilities at Pier 9. The Port is working with WETA to plan 
Phase II of the Downtown Ferry Terminal in the Ferry Building area. 

• China Basin Ferry Landing (2000) - In coordination with the development of AT&T Ballpark, the 
Port secured funding and sponsored the construction of this landing facility for ferries and 
excursion boats to provide a new alternative transportation mode to the area. 

Recreational Boating and Water Use 

• Pier 52 Boat Launch (2008) - The Port worked diligently with the boating community and 
California Department of Boating and Waterways to complete the long-awaited $2.4 million Pier 
52 public boat launch and parking lot in the Mission Bay area. 

• Islais Landing (2000) - The Port worked with the Friends of Islais Creek to support the 
construction of a launch facility for kayaks and non-motorized craft, and landscaping and 
shoreline public access improvements. 

• Pier 1 1 / 2 , 3. 5 Recreational Berths (2007) - As part of the historic rehabilitation of Piers 1 Yi, 3 & 5 
by San Francisco Waterfront Partners, the project includes a boat dock to provide direct 
waterside access to San Francisco for water taxis and recreational boats, free of charge. A 
kayak launch will be added soon. The project also provides berths for "mediterranean-style" 
berthing of ships at Pier 5. 

• South Beach Harbor Repairs and Dock Improvements & Community Facility (2007) - The San 
Francisco Redevelopment Agency has implemented capital improvements to the South Beach 
Harbor berths, docks and Pier 40 shed, including new public access, and support of kayak and 
hand-powered recreational draft and Bike Hut. In 2007 the Agency completed construction of 
major new facility to serve the boating community, the South Beach Harbormaster staff, and the 
South Beach Yacht Club. 

Passenger Cruise and Ship Repair 

• Pier 35 Cruise Terminal Improvements (2005) - New Federal security requirements imposed in 
the aftermath of September 11, 2001 led to a $4 million capital improvement project to bring Pier 
35 into compliance, as well as providing significant passenger amenities, and incorporating new 
public access to meet BCDC objectives. 

• Cruise Terminal Advisory Panel (2007) - Following the termination of negotiations for 
development of a new cruise terminal as part of the Bryant Street Pier development project 
(discussed further below, under "Waterfront Improvement Projects"), the Port appointed a Cruise 
Terminal Advisory Panel to produce recommendations to the Port Commission regarding the 
siting and operational requirements for a modern cruise terminal. The Panel recommended Pier 
27 as the most cost-effective alternative. 

• Pier 27 Cruise Terminal Concept Study (2008) - Following up on the work of the Cruise Terminal 
Advisory Panel, the Port Commission has authorized Port staff to proceed with consultant studies 
to develop cost estimates and evaluate preliminary design concepts for the conversion of the Pier 
27 shed to a modern cruise terminal facility, designed to also integrate the Northeast Wharf public 
plaza, consistent with the Waterfront Plan and BCDC's Special Area Plan policies. 

• Princess Cruise and BAE Systems Ship Repair Partnership (2008) - The Port, cruise industry 
and ship repair industry created a unique partnership that will benefit both maritime industries. 

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Princess Cruises invested $3 million in alterations to Drydock #2, owned by the Port, to 
accommodate the largest new passenger ships operated by Princess Cruises and other cruise 
companies, creating a cost-effective west coast repair facility for the cruise industry, and 
expanding business opportunities for BAE Systems, the Port's ship repair and drydock operator 
and employer of hundreds of blue-collar maritime employees. 

ALIGNING PLANS WITH THE CITY AND BCDC 

Through the planning process for the Waterfront Plan, the Port worked closely with the San 
Francisco Planning Department and San Francisco Bay Conservation and Development 
Commission (BCDC). At the time, both agencies recognized that many of their approved 
policies for Port lands were outdated. And, while it was not always apparent where the 
Waterfront Plan policies might end up or whether they would be acceptable to either or both of 
these agencies, the Port's planning process offered the opportunity for these two agencies to 
gauge how they might update their plans. 

With respect to urban design concerns, Planning Department staff worked side-by-side with Port 
staff to produce the Waterfront Design & Access element, under the advice and direction of a 
design technical advisory committee, with architects and design professionals and staff from the 
Planning Department, BCDC and Save San Francisco Bay. The Design & Access element 
emerged from that effort, and was adopted as part of the Waterfront Plan in 1997. 

With respect to land use policies, all three agencies recognized the need for a collective, 
consistent policy framework in order for any of them to respond effectively to their respective 
mandates and responsibilities. The Port's decision to take a comprehensive approach to 
developing the Waterfront Plan fostered a cooperative spirit amongst the agencies, which led to 
the successful resolution and alignment of land use and planning policies, described below. 

• San Francisco General Plan, Planning Code and Zoning Map Amendments (1998) - Work 
with the San Francisco Planning Department staff started in 1994 and continued through the 
finalization of the Waterfront Plan. As a result, the Waterfront Plan's goals and policies were 
shaped along the way to incorporate a broader City context and perspective, consistent with the 
overall objective to "Reunite San Francisco with its Waterfront". This work facilitated the Port and 
Planning Department effort to draft amendments to the San Francisco General Plan (including the 
Northeastern Waterfront and Central Waterfront Area Plans, and the Recreation and Open Space 
Element). Further, the San Francisco Planning Code and Zoning Map also were amended to 
introduce interagency coordination between the Port, Planning Department, and Mayor's Office to 
streamline the review of Port waterfront projects. There were no changes to use or building 
height zoning designations. However, Port properties north of China Basin were placed in a 
special use district, where the design of new mixed use development projects is reviewed by a 
Waterfront Design Advisory Committee (WDAC). The General Plan, Planning Code and Zoning 
Map amendments were unanimously approved by the Planning Commission and Board of 
Supervisors in 1998. 

• BCDC San Francisco Special Area Plan (2000) - In 1996, the Port, BCDC and Save San 
Francisco Bay signed a Draft Concept Agreement which provided the foundation for conforming 
amendments to BCDC and Port plans. Those amendments served to allow the range of land 
uses promoted in the Waterfront Plan, and commit the Port to fill removal and public access 
objectives of BCDC. Previously, BCDC and the Port had endured long-standing conflicts 
between BCDC's mandate to reduce Bay fill, and the Port's need to make major repairs of its 
historic piers. Under BCDC's previous rules, any seismic or major structural repairs to the piers 
were considered new bay fill, which triggered prohibitions on many of the types of uses promoted 
in the Waterfront Plan. Moreover, those old policies were hostile to preservation of the Port's 
historic piers. 






The Port/BCDC planning process extended after the Port Commission's 1997 approval of the 
Waterfront Plan, and led to further amendments to the Waterfront Plan and BCDC's Bay Plan and 
San Francisco Special Area Plan in 2000. Those amendments applied to the area between Pier 
35 (in the Northeastern Waterfront subarea) to China Basin Channel (just south of AT&T 
Ballpark). 

In addition to designating specific piers and locations for removing bay fill and creating major new 
public open space, these plan amendments resulted in a commitment by both agencies to 
nominate San Francisco's historic finger piers and structures from Fisherman's Wharf to China 
Basin as a National Register Historic District. The amendments to the Waterfront Plan and BCDC 
Plans were unanimously approved by the Port and BCDC Commissions in 2000. 

• Waterfront Design Advisory Committee (1998) - Pursuant to the Planning Code amendments 
approved by the City, the Port established the Waterfront Design Advisory Committee (WDAC) to 
review the design of major development projects for consistency with the Waterfront Design & 
Access element of the Waterfront Plan. The participation of the Planning Department, Mayor's 
Office and Port through their respective appointees to the WDAC also afforded an effective 
conduit through which to integrate the City's design review process with that of BCDC's Design 
Review Board (DRB). Accordingly, Port and BCDC staff now schedule joint WDAC/DRB 
meetings, to provide project sponsors with interactive review and cross-informed insights by 
members of both review panels. 

COMMUNITY REVIEW AND PARTICIPATION 

In developing the Waterfront Plan, the Waterfront Plan Advisory Board (WPAB) recognized the 
fundamental importance of public participation to shape and monitor the implementation of 
individual projects promoted under the Plan. Despite the broad reach of the Waterfront Plan 
goals and policies, the Plan was never intended to pre-define development programs or 
outcomes. Its policies were intended to allow for different ideas and approaches to achieve the 
desired goal(s). After reviewing a long history of prior planning and development efforts (many 
of which were unsuccessful), the WPAB concluded that each individual project occurs in its own 
time and place, defined by the public and other government agencies in addition to current and 
future Port Commissions. Thus, the WPAB rejected the idea of producing a plan that assigned 
specific development programs or criteria for individual sites. Instead, they focused on building 
a policy framework that supported future stakeholder discussion and debate to define 
acceptable waterfront improvement projects. 

Absent a meaningful process through which to receive public input and build consensus, the 
WPAB felt it risked creating yet another plan that would not yield actual results. The WPAB 
therefore recommended a site-specific development process for major projects. This process 
included creation of an advisory group to provide input and guidance on a project, and criteria 
for inclusion in Development Requests for Proposals (RFP), prior to starting the developer 
solicitation process. 

Accordingly, when the Port began to initiate development project opportunities, it set up 
community advisory committees which provided input on the particular development project 
concept. Once the developer selection process was completed, the committee was excused. 
This was carried out for the Ferry Building, Embarcadero Hotel, and Bryant Street Pier/Cruise 
Terminal development projects. However, the creation of advisory committees on a single 
project basis became cumbersome and frustrated the ability for the Port to develop and 
maintain ongoing discussions and relationships with stakeholders for the different areas of the 
waterfront. Over time, Port staff evolved to create standing advisory groups, which generally 
meet every two to three months. When development project concepts are identified, the Port is 
now able to take advantage of the advisory groups' advanced understanding of the Port, as a 
major element of its public outreach efforts. The Port advisory groups are identified below: 

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• Fisherman's Wharf Waterfront Advisory Group (FWWAG) - covering from Hyde Street Pier to Pier 
39 

• Northeast Waterfront Advisory Group (NEWAG) - covering the Northeast Waterfront and Ferry 
Building subareas as defined in the Waterfront Plan, from Pier 35 to Pier 22 Vz Fire Station 35 

• Central Waterfront Advisory Group (CWAG) - covering from China Basin Channel to Pier 80 
(including Pier 70) 

• Southern Waterfront Advisory Committee (SWAC) - covering from Pier 80 to India Basin 

• Maritime Commerce Advisory Committee (MCAC) - Port maritime tenant industries 

• The Port coordinates with the San Francisco Redevelopment Agency to present projects and 
information to the Rincon Point-South Beach Citizens Advisory Committee (CAC), Mission Bay 
CAC, and Bayview Hunters Point Project Area Committee (PAC) regarding Port activities in those 
segments of the waterfront. 

The advisory groups play a critical role in helping the Port to understand land use, development, 
design and operational opportunities and concerns of its stakeholders. These relationships are 
central to helping the Port to be a good neighbor with the surrounding community in the 
conceptualization and implementation of waterfront projects. 

WATERFRONT IMPROVEMENT PROJECTS 

As indicated above, the Waterfront Plan identifies Waterfront Mixed Use Opportunity Areas 
where new development, public open space and maritime facilities are targeted to preserve and 
improve the Port's piers, and attract the public to the waterfront. During the planning process, 
the Port and WPAB consulted with developers and reviewed economic studies. They believed 
that the revenue-generating potential of the extraordinary location and setting of the Port's piers 
and properties would support successful public-private development partnerships. Those 
developments were expected to deliver the maritime, open space and public benefits sought in 
the Plan, along with new mixed use development programs. 

To accomplish these goals, these Port development projects require very long lease terms to 
amortize the enormous capital investments required. Under the Burton Act, which defines how 
the Port must manage its properties to comply with the public trust doctrine, the Port may 
approve leases for up to 66 years for development projects that meet the public trust, with 
oversight provided by the California State Lands Commission. 

The WPAB understood that the Port's financial condition at that time precluded the option of the 
Port underwriting waterfront improvement projects on its own. And, while it was recognized that 
the Port would still have to pursue other funding and financing tools, public-private development 
partnerships were considered key to spurring waterfront revitalization, and producing surplus 
revenues to fund other public improvements. 

Over the past 10 years, the Port, City, development community and public have logged 
considerable mileage in learning about what it takes to successfully implement maritime mixed 
use developments, as envisioned in the Waterfront Plan. The Port has seen several different 
project proposals; some have succeeded, some have not. Fortunately for the City, those which 
have been realized have delivered benefits that far exceed the boundaries of the individual 
project. They have launched transformative change which have introduced or reconnected San 
Franciscans to their waterfront, and welcomed visitors from all over the world. 



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However, it has not been easy. The interplay of land use choices, community expectations, 
volatile maritime industry conditions, market and economic realities, regulatory objectives, and 
the physical constraints of the Port's aging historic piers are complex and dynamic. On the 
whole, completed projects have not yet generated significant surplus revenues to the Port 
envisioned by the Waterfront Plan. Port staff has found that there is no one approach or 
formula to managing or negotiating public-private waterfront development projects. Each 
project has revealed opportunities and attributes, challenges and surprises that are unique, 
where solutions often have required the Port Commission, developer and regulators to weave 
together a strategy tailored to the particulars of the given project. 

Below is a summary review of 1 1 of those experiences. 

• Embarcadero Transportation Projects (2000) - This enormous $700 million infrastructure 
improvement program was not an outcome of the Waterfront Plan, but a prerequisite. It involved 
a multi-faceted, whole-City effort launched under the watch of the office of Chief Administrative 
Officer Rudy Nothenberg. No discussion about the transformation of the waterfront would be 
complete without crediting the cooperative effort of the many Federal, State and City agencies 
and the public in recasting The Embarcadero, introducing the F-line historic streetcar and Muni 
Metro light rail service, Herb Caen Way promenade, bicycle lanes and public art, from 
Fisherman's Wharf to China Basin. These improvements set the stage for the Port's 
development efforts under the Waterfront Plan. 

• Pacific Bell/AT&T Park (2000) - The passage of Proposition D in 1997 provided a public 
mandate to allow the China Basin Ballpark Company to pursue development of a new home for 
the San Francisco Giants. The ballpark's design and embrace of the waterfront as a focal point, 
accompanied by generous new public access, China Basin Park, and the opening of China Basin 
Ferry Landing, were key elements in securing State Lands Commission approval. 

The ballpark itself has been a grand slam for San Francisco, thoughtfully designed and executed 
to attract diehard and casual fans alike to watch the game up close, take in the waterfront 
scenery, peek through the "Porthole" outfield fences free of charge, or catch a splash home run 
into McCovey Cove. In these and many other ways, the ballpark already has become an 
endearing and defining element of the San Francisco waterfront. Beyond its brick walls, it has 
spurred the activation and public enjoyment of the waterfront by the masses, awoken people to 
the walkability of The Embarcadero, and triggered expanded discussions of how public trust 
principles should be interpreted and applied to the unique circumstances of San Francisco's 
urban waterfront. 

Ferry Building Historic Rehabilitation (2003) - Wilson Meany, Springwater Associates, SMWM, 
Page & Turnbull. For this icon of the Port waterfront, the biggest challenge was starting the Port's 
revitalization efforts with its highest-profile, beloved City landmark ~ and getting it right. San 
Franciscans passed a special ballot measure to jump start this $90 million development project 
even before the Waterfront Plan was approved. That public support was important to motivate 
the development team, regulators, preservation community and the public to boldly propose, and 
accept, the major alterations necessary to open up the three story central nave, and still get the 
project approved under the Federal Historic Tax Credit program. This commitment to historic 
preservation also was fundamental to securing approvals from BCDC and the State Lands 
Commission. 

But the success of this project is not solely architectural. Its thoughtful and inspired leasing plan, 
oriented to San Francisco's food culture, has re-established the Ferry Building as a center for City 
life. With its eclectic variety of mostly local businesses, foods and artisan vendors, the 
development team created a chemistry and village environment that truly captures San 
Francisco's unique character. As a result, the Ferry Building has enjoyed a homecoming of sorts, 
by San Franciscans and commuters, while also achieving international renown. With the addition 
of the weekly farmers markets and education programs sponsored by Center for Urban Education 
about Sustainable Agriculture (CUESA), the Ferry Building has again become a community and 

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• 



civic gathering place, and the heart of the Port waterfront. Add to this the Port's development of 
the Downtown Ferry Terminal facilities, which also recall the Ferry Building's historic roots, to re- 
establish this area as one of the City's prime regional inter-modal transportation centers. 

Pier 1 Historic Rehabilitation (2001) - AMB Property Corp, SMWM, Page & Turnbull. In some 
ways, the success of the Ferry Building was directly dependent on the Pier 1 project. Pier 1 was 
the Port's first historic pier rehabilitation project, which was necessitated by the need to find a 
new home for the Port's headquarters in order for the agency to vacate its former Ferry Building 
offices. In addition, it was very important that this project be executed well, because this facility 
was an important element of the historic context for the Ferry Building's rehabilitation. 

While the bar was set high, the Pier 1 project proved that a cargo warehouse could be converted 
to maritime and general office space and undergo major seismic retrofit, and still meet the highest 
historic preservation standards of the nation. The high cost of preservation and substructure 
repairs necessitated the financing support of the Federal Historic Preservation Tax Credit 
program to keep the project financially viable. This required AMB and the Port to nominate Pier 1 
for listing on the National Register of Historic Places, in advance of the Embarcadero Waterfront 
Historic District. The historic designation also was required to secure BCDC and the State Lands 
Commission approvals. Similar to the Ferry Building, the success of this effort is reflected in the 
numerous architectural, design and historic preservation awards that have been bestowed upon 
the Pier 1 rehabilitation project since its completion. 

Pier VA, 3, 5 Historic Rehabilitation (2006) - San Francisco Waterfront Partners LLC, 
CalSTRS, Hannum Associates, Page & Turnbull. Within the Port, this project is considered to be 
somewhat of a miracle. In 2000, Pier VA and 3 bulkhead structures were red-tagged as unsafe. 
Despite their special value as an important architectural companion to the Ferry Building, these 
facilities offer a limited amount of office and commercial space to generate the revenue 
necessary to pay the high cost of major pier substructure repairs and historic rehabilitation. 
Nevertheless, the development team was passionate about the civic character of the Ferry 
Building area, and invested much of themselves in restoring the grandeur of the historic bulkhead 
and connector buildings and the Ferry Building area overall. This they accomplished while also 
tastefully integrating a new office structure bayward of the Pier 3 bulkhead (recently designated a 
LEED Gold standard facility). The project also delivered extraordinary Bayfront History Walk 
public access, an exciting new waterfront restaurant venue, and floating berths to invite 
recreational mariners to San Francisco's shore and the heart of downtown. 

Embarcadero Waterfront National Register Historic District (2006) - Pursuant to the plan 
amendments adopted by the BCDC and Port Commissions, the Port and BCDC worked with the 
historic preservation community, the California State Office of Historic Preservation, and the 
National Park Service to nominate and ultimately list the Embarcadero Waterfront Historic District 
on the National Register of Historic Places. The Historic District extends from Pier 45 in 
Fisherman's Wharf to Pier 48 at China Basin. The comprehensive nomination report, prepared 
by Architectural Historian Michael Corbett and Dr. Marjorie Dobkin, provides a rich and 
fascinating account of how the waterfront was built and managed, and how it adapted to changing 
times, a phenomenon which continues today. The National Register status of the Historic District 
has become a critical element to making historic pier rehabilitation projects financially feasible, by 
affording developers access to the Federal Historic Tax Credit program. 

Bryant Street Pier Project/Pier 30-32 and SWL 330 (2006) - San Francisco Cruise Terminal 
LLC. This early development project, which proposed a 100,000 s.f. modern cruise terminal, and 
almost 600,000 s. f. of office, visitor and neighborhood supporting retail, and commercial uses on 
Pier 30-32, with hotel and retail development across The Embarcadero on Seawall Lot (SWL) 
330, had all the right ingredients for success: a very experienced, creative and engaged 
developer, highly supportive and involved neighborhood stakeholders, a major new maritime 
cruise terminal facility, and generous and varied public access and open spaces. Still, the 
development program presented public trust consistency issues which required the Port to 
produce, on very short notice, special State legislation to secure the state's blessing that the 
project met public trust requirements. 



The project ran into trouble when detailed engineering studies revealed much greater and more 
costly repair and seismic requirements than expected for the Pier 30-32 substructure, and soaring 
construction costs. To close the gap, the developer revised its plans for a portion of SWL 330 to 
construct condominiums, which triggered the need for the Port to follow a lengthy process to 
swap the public trust requirements of the housing site to another location, to meet its public trust 
obligations. While the Watermark condominiums were successfully built and sold at the top of the 
housing market cycle, they did not generate enough revenue to make the Pier 30-32 
development financially feasible. With great disappointment, the developer terminated its 
contract with the Port. The Port still retains proceeds from the sale of the Watermark site and 
sales of the condominium units, although these funds are slated for investment in a Brannan 
Street Wharf park, which was supposed to accompany the Pier 30-32 development, and a new 
cruise terminal facility which is now being evaluated by the Port at Pier 27. 

International Museum of Women (2004) - The International Museum of Women, a non-profit 
organization, approached the Port with an unsolicited proposal to rehabilitate historic Pier 26 and 
convert it into a state-of-art museum honoring women all over the world. This project concept was 
received with such fanfare that the Board of Supervisors approved a resolution waiving the Port's 
typical competitive development solicitation process. This organization also was governed by a 
Board of luminaries with impressive fundraising experience, and contracted with a seasoned, 
highly respected development team to manage the project. Unfortunately, the realities and 
requirements of waterfront redevelopment created many challenges which ultimately confounded 
the developer's ability to adequately respond and still meet the project's objectives. Similar to Pier 
30-32, further engineering investigation revealed the need for major, unanticipated work to 
stabilize and seismically reinforce Pier 26's pile foundation. In addition, the museum design 
needs did not align with the Port historic preservation requirements. 

Embarcadero Hotel (1998-2005) - Stanford Hospitality, Inc., Homberger +Worstell. As the 
Waterfront Plan was being developed, there was consensus that, although Proposition H 
prohibited hotel development on the piers, the Plan should allow hotels on the Port's upland 
"seawall lots" west of The Embarcadero. Hotels are one of the few revenue-generating uses 
allowed under the public trust, and the Waterfront Plan Advisory Board understood the 
importance of recommending revenue opportunities in the Waterfront Plan that were compatible 
with the community. Seawall Lots 323/324, at the corner of Broadway and The Embarcadero, 
was seen as a perfect place for this use. Therefore, one of the Port's first development projects 
was to solicit proposals for a hotel development at this site. 

In addition, the Port Commission directed that the development solicitation include SWL 322-I, 
across Davis Street, and that the project include parking to serve hotel guests and waterfront 
visitors. The Port Commission recognized the need to begin providing upland parking resources, 
away from the water's edge, a principle that was included in the City, BCDC and Port plans to 
respond to the City's Transit First policy, and to recognize the changes taking place along The 
Embarcadero to a more pedestrian-oriented environment. In anticipation of future mixed use 
development of nearby piers with little or no parking, the Port Commission saw these seawall lots 
as a good satellite parking location that could accommodate the demand of multiple users and 
visitors of Port developments and businesses in the Northeast Waterfront area. 

As recommended in the Waterfront Plan, the Port assembled a community advisory group to 
discuss the development, design and other criteria they believed should be included in the 
development RFP, assuming a boutique-style, Class A hotel at the Broadway and Embarcadero 
corner. One of the development design considerations was that SWL 323/324 is located with the 
City's Northeastern Waterfront City Historic District, and thus a new hotel needed to respect and 
be compatible with the collection of brick and concrete warehouses in this District. The RFP 
responded to this issue with criteria setting the building height of the hotel at 65 feet, even though 
the site was zoned for 84 feet. 

While the advisory committee meetings were underway, the Port received direction from the 
Mayor's office to allow the hotel development opportunity to include 322-I as well as SWL 
323/324, to open up the range of development concepts for the Port Commission to consider. 

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The resulting RFP invited proposals for a larger hotel. The Port Commission selected Stanford's 
proposal for a hotel spanning the two sites, and a garage at SWL 322-1. The development was 
40 feet tall at the SWL 332-1 site, and 65 feet at SWL 324. The scale and design of the project 
generated strong public comment and debate about its compatibility with adjacent Golden 
Gateway residences, and with historic preservation supporters and Telegraph Hill residents 
concerning impacts on the Northeastern Waterfront Historic District. 

Transit First advocates criticized the construction of a new parking garage, while area residents 
supported it. The project architect, Port staff and Commission made extra efforts to address 
public comments and evaluate revised project designs, including reducing the size of the hotel to 
original SWL 323/324 site. Despite efforts by the Board of Supervisors and Planning Department 
to broker a compromise, no agreement was reached. In response, Supervisor Peskin sponsored 
legislation which rezoned the height of SWL 323/324 to 40 feet. From the Port's perspective, this 
was a lose-lose experience. The Port lost precious land value needed to support its 
overwhelming capital improvement and public trust responsibilities, but more importantly, it lost 
the trust and cooperation of many of its neighborhood stakeholders. 

Pier 27-31 Recreation Mixed Use Project (2000 to 2008) - Mills Corporation, and Shorenstein 
Properties LLC, and Farallon Capital Management. Until 1998, Pier 27 was still operating as a 
newsprint cargo terminal. However, in anticipation of the eventual termination of cargo shipping, 
the Waterfront Plan recognized that the expansive footprint of Pier 27 provided an ideal site for 
active recreational uses (and other defined acceptable uses). After a study and determination by 
the Port Commission that Pier 27 no longer was viable for cargo shipping (although its 1300 foot 
long berth will continue in active maritime use), the Port worked with an advisory committee to 
develop an RFP for a mixed use recreational development project on Piers 27-31. The Port 
received two responses. One was from the Mills Corporation, which proposed a mixed use 
complex containing recreational activities including a Marine Sports Water Basin, office, 
restaurant, a substantial amount of retail use, and a 100,000 s.f. YMCA building, plus creation of 
the Northeast Wharf plaza and public access program. The other proposal was submitted by 
Chelsea Piers, which proposed a complex of numerous active and passive recreational facilities 
and activities, similar to the program they developed and manage in New York City, as well as the 
Northeast Wharf plaza and a program of public access improvements. 

The developer selection process was heated. Opinions among the public and Port Commission 
members themselves were sharply divided, and vigorously argued and debated. Ultimately, the 
Port Commission selected the Mills team for the project. However, many community 
stakeholders believed the decision was politically driven and was not accountable to the RFP. 
Mills is a large retail developer, and thus many feared that the Pier 27-31 project would more 
likely turn into a shopping mall rather than a recreation-oriented development. There also has 
been considerable debate about the transportation impacts on The Embarcadero, with 
stakeholders arguing both for more public transit and more public parking. Despite legitimate and 
costly efforts to modify its project in response to public and Port Commission direction, the Mills 
team was not able to overcome concerns about the selection process and the large retail 
component. 

To make matters even more complex, the Port, Mills and the community underwent a collective 
education process when the proposed development underwent review by staff of the State Lands 
Commission. The Port believed that the Burton Act, which defines recreational facilities as trust- 
consistent uses, provided the basis for soliciting the mixed use recreational development project. 
However, State Lands applies its review not only within the context of the Burton Act, but with 
knowledge and experience of how public trust principles are applied in other tidelands elsewhere 
in the State. State Lands took a much narrower interpretation of the types of recreational uses 
that complied with the public trust. In general, those recreational activities that related to public 
enjoyment and access to the water are trust-consistent; in contrast, soccer fields, basketball 
courts, skate rinks, bowling alleys and the like are not. Mills was successful in reshuffling the 
development program to address most of these issues; however, in the face of increasingly 
hostile opposition to the project, in 2006 Mills ultimately decided to transfer its development rights 
to the Shorenstein/Farallon team. 

-11- 



To address community concerns, the Shorenstein/Farallon team proposed replacing retail 
commercial with office space as the new economic engine. The objective of the 
Shorenstein/Farallon team was to develop a headquarter office for their use, and a mixed use 
program which still included recreational uses, retail/restaurants, public access and open space, 
including the Northeast Wharf plaza. Their due diligence studies revealed significant additional 
seismic retrofit requirements beyond what had been assumed, triggering a familiar cycle of 
modifying the development program to generate the revenue necessary to finance the pier 
substructure work. By this time, however, the amount of general office contemplated to support 
the cost increase exceeded the level that State Lands could approve, a concern that also was 
shared by some community stakeholders. In response, the developer pursued the concept of 
adding a Pier 27 cruise ship terminal to the development program. However, this change did not 
help the financial feasibility of the project. Ultimately, the developer realized the difficulty of 
balancing the regulatory requirements of the project and community concerns about height, 
density and use. The term of the exclusive negotiation contract with the Port expired, and 
Shorenstein/Farallon did not renew its contract. 

• Exploratorium (current proposal) - Exploratorium, EHDD, Page & Turnbull. In 2005, the Port 
was approached by the Exploratorium, a non-profit museum of science, art and human 
perception, which was looking for a site to relocate the Museum. They proposed to rehabilitate 
historic Piers 15-17 for that purpose. The initial phase of the project will rehabilitate Pier 15 for 
the museum facilities and exhibit fabrication, shops, cafes, and an observatory. It will incorporate 
a bold and generous public access and open space program centered around the "valley" 
between Piers 15 and 17. This will include a removal of a substantial amount of the paving in the 
valley to open up views of the water, which also responds to BCDC fill removal policies. Pier 17 
would initially be used for administrative support purposes and eventual expansion space for the 
museum. It will provide a permanent facility for harbor services by Baydelta/Maritime Inc. 

A hometown and beloved institution, the Board of Supervisors approved a resolution waiving the 
Exploratorium from the Port's normal development solicitation process. The project is supported 
by a highly active and respected Board of Directors. The vision of creating a first-class, unique, 
educational facility oriented to families and the Bay Area continues to enjoy a relatively high 
degree of public support for this move to the waterfront. The project is now undergoing CEQA 
environmental review and the entitlement review process. 

These case studies and experiences offer much food for thought, and highlight the challenges 
of achieving high quality waterfront improvement projects. As evidenced, given the types of 
public benefit and urban design standards currently promoted in the Waterfront Plan, it is clear 
that public-private partnership developments do not work in all instances. On the one hand, the 
qualities of rehabilitated historic maritime facilities, which incorporate generous amounts of 
public access and a diverse mix of activities -when they work- do produce enormous public 
benefits in the form of inviting public spaces that enliven the urban waterfront and the City at 
large, and validate the objectives of the Waterfront Plan. 

On the other hand, the balancing act required to contain development costs of these types of 
Port projects, which have relatively low development density and relatively high public benefit 
and regulatory requirements, is very precarious. The Port's recent historic rehabilitation 
development projects typically involve building coverage of 75% or less of the site area, 
compared to 100% building coverage on most commercial development sites off Port property. 
The ratio of building space within the Port's historic pier sheds to the development site is less 
than 1.5:1, wherein the allowable floor area ratio of new commercial development elsewhere in 
downtown ranges from 5:1 to 9:1. Add to this the extraordinary cost of repairing or rebuilding 
the "land", i.e. the pile-supported platforms upon which the historic pier sheds and bulkhead 
buildings rest. While developments on the waterfront do appear to command a premium in 
lease rates relative to inland sites, that revenue differential often may not offset the exceptional 
development costs of Port projects. 

-12- 



This 10-year historical review also underscores the value and import of communication, 
cooperation and authentic relationships between the Port, City, developers, waterfront 
regulators, citizens and other waterfront stakeholders. To the extent that the vast majority 
believe in and support the objective of "Reuniting San Francisco with its Waterfront", that 
necessitates an acceptance and embrace of candid exchange and debate, give and take, 
objective and transparent decision-making and a willingness to accept change. The time and 
energy of drawn-out debates or conflicts that lead to divisive opposition campaigns is extremely 
costly and increases the risk of Port development projects. This, in turn, increases the cost of 
developer return premiums and project completion costs, funding that otherwise could be 
invested in waterfront amenities that benefit the public. 

While the Port has been the subject of some high-profile development controversies, those 
instances have been few, and there have been many more successes than setbacks. The 
Port's advisory groups and growing partnerships with other organizations and regulatory 
partners have fostered discussions and relationships which have enabled all parties to more 
readily find common ground in support of improving San Francisco's waterfront. 

In particular, these development project experiences have brought to light many challenges and 
opportunities for the Port and the State Lands Commission to formulate projects that meet 
public trust objectives. Through ongoing collaborative discussions and partnerships, the Port 
has worked with the State Lands Commission and BCDC to understand the intricacies of how 
public trust principles and issues are implicated in different types of projects, and how each 
entity interprets and finds solutions to address them. 

To the extent that strong conflicts arise because of the high stakes of public-private 
development projects — e.g. the high cost of development and entitlements; the long, 50-66 year 
lease term that community and regulators must accept in exchange for the public benefits 
sought; and the difficulty of meeting public trust along with other regulatory/policy objectives — it 
is prudent to explore additional models for formulating waterfront improvement projects. 
Towards this end, the Port has invested significant energy to expand its financing tools (see 
Capital Plan discussion below), and to apply some of that financing capability towards capital 
improvements that avoid the need for ultra-long lease terms and expands the use options. In 
addition, at the November 18, 2008 Port Commission meeting, staff gave an informational 
presentation on a proposed Interim Leasing Policy for Historic Piers, which contemplates a 
retooled interim leasing of specific historic piers to preserve historic fabric and create public 
access, coupled with Port financing of substructure repairs. Staff will be consulting with State 
Lands Commission and BCDC staff on the merits of this leasing approach, which is described in 
detail in a staff report available on the Port's website at: 

http://www.sfgov.org/site/uploadedfiles/port/meetings/supporting/2008/ltem%2010a%20Propose 
d%20lnterim%20Leasing%20Policy%20in%20Historic%20Structures.pdf. 

Beyond meeting the nuts and bolts, the regulatory intricacies, and financial bottom line 
requirements, the Port has found that successful developments are products of a thoughtful 
approach, where developers, decision makers, and stakeholders can take the long view, are 
creative problem solvers, and respect San Franciscan's active democracy. 

THE PORT'S 10-YEAR CAPITAL PLAN 

There have been a couple of other major breakthrough accomplishments at the Port which have 
helped the Port Commission, City and public better understand what's at stake at the San 
Francisco waterfront. In 2002, the Port's Engineering Department initiated a new system and 
set of protocols to perform rapid structural assessments of the Port's pile-supported facilities. 
As a result, the Port now has an improved, current database of baseline conditions of its piers, 

-13- 



and the ability to better estimate its capital and maintenance needs. That information was 
assembled and incorporated into the Port's first 10- Year Capital Plan, published in 2006, which 
is updated annually. 

Aside from providing an organized accounting of the Port's facilities, the Capital Plan is 
transparent, allowing the public to, for the first time, understand the breadth and magnitude of 
the Port's responsibilities, and the legitimate need to generate revenue to protect and maintain 
maritime businesses and jobs, protect public safety, improve the shoreline for public access, 
clean up the environment, and preserve as many historic resources as possible. With an 
estimated $1.9 billion in capital project needs and about $800 million in identified funding 
sources, clearly not all needs are covered. 

However, the Port does have some public financing tools at its disposal. And, when the public 
has been educated about what the Port needs to improve the waterfront for certain types of 
public benefits, San Franciscans have responded generously. As recognized by the Waterfront 
Plan Advisory Board 1 years ago, the Port needs access to several different funding sources 
and financing tools in addition to public-private development partnerships. Much work has been 
done to take advantage of ongoing funding resources, as well as develop new creative financing 
tools to support the needs of waterfront revitalization. Below is a listing of the resources now 
available to the Port: 

• Port Revenue Bonds - In 2009, the Port will retire debts on previous revenue bond projects, 
and be in a position to issue new revenue bonds to implement Capital Plan priority projects. 

• Grants - The Port has been successful in securing grants for several Port public projects (e.g. 
Pier 14 public access breakwater, Pier 52 Public Boat Launch, Illinois Street Bridge, shoreside 
power for cruise ships, Pier 70 environmental investigation and clean-up), which efforts will 
continue. 

• General Obligation Bonds - In February 2008, San Franciscans approved Proposition A Clean 
and Safe Parks, providing $33 million to fund public open spaces on Port land, identified in the 
Waterfront Plan. These include: Brannan Street Wharf, Pier 43 Bay Trail Promenade, Southern 
Waterfront open spaces along the Blue Greenway. Proposition A marks the first time the City 
has allocated General Fund money investment at the Port. 



• 



Infrastructure Finance Districts - In 2005, the California State Legislature approved special 
legislation which allows the Port to create Infrastructure Finance Districts for the purpose of 
capturing new property tax revenues from waterfront development projects for reinvestment in 
historic preservation, public open space and/or environmental clean-up improvements on Port 
property, subject to a formation process that requires approval from the Port Commission and 
the Board of Supervisors. 

Pier 70 Proposition D - In November 2008, San Franciscans approved Proposition D, allowing 
the Board of Supervisors to approve a land use plan for historic Pier 70 and authorizing a 
mechanism for the Board to invest up to 75% of projected new payroll and hotel tax revenues in 
historic preservation, environmental clean-up, infrastructure and/or public open space 
improvements at Pier 70 (discussed further below, under "More Waterfront Planning"). 

Senate Bill 815 - Seawall Lot Legislation - In October 2007, Governor Arnold 
Schwarzenegger signed SB 815, which was supported by the State Lands Commission staff, 
allowing the Port to develop non-trust uses on specified seawall lot sites, for the purposes of 
generating increased revenues for investment in the preservation of the Port's historic piers, and 
public access and open space improvements included in BCDC's plans for San Francisco. 



•14- 



EXPANDING WATERFRONT OPEN SPACE 

As discussed previously, the Embarcadero Transportation Projects included construction of the 
Herb Caen Way/Embarcadero Pedestrian Promenade. Together, they singularly changed the 
character of the northern waterfront from an industrial service corridor to an outdoor living room 
for San Francisco. The public space created also establishes the spine of the Port's waterfront 
open space system, which is defined in the Waterfront Design & Access element of the 
Waterfront Plan. Those policies espouse a system of open spaces that is continuous, linking 
current and upcoming parks, plazas, public viewing areas and walkways that each have their 
own unique character and connect the City with the waterfront. In addition to the Embarcadero 
Promenade, in the last 10 years the public has enjoyed the expansion of waterfront open space 
with the 12 distinctive improvements listed below. With the passage in February 2008 of the 
Proposition A Clean and Safe Parks General Obligation Bond, the public can also look forward 
to further major expansion of public open spaces along the Port waterfront. 

Pier 43 Historic Arch Rehabilitation in Fisherman's Wharf 

Fisherman's Wharf public spaces along Jefferson, Powell, PortWalk and pedestrian sign 

programs 

PortWalk/Bayside History Walk public access at the Ferry Building; Downtown Ferry Terminal; 

Pier 1 ; Pier 1 1 / 2 , 3, 5; and AT&T Ballpark 

Pier 14 Public Access atop the Downtown Ferry Terminal Breakwater 

Rincon Park 

Bay fill removal of Pier 24 

Bayfill removal of Pier 34 

South Beach Park Children's Play Area 

Islais Landing/Third and Cargo 

Heron's Head Park, wetlands, and environmental education programs 

Pier 94 wetlands at Islais Creek 

China Basin Park 

MORE WATERFRONT PLANNING 

Section 2e of Proposition H states: "The 'Waterfront Land Use Plan' shall be reviewed by the agency 
which prepared it ... at a minimum of every five years, with a view toward making any necessary 
amendments consistent with this initiative. " 



The waterfront has experienced a coming of age of sorts, and it has done so under the 
guidance, and with ongoing review of the Waterfront Plan. In carrying out the 18 maritime, 1 1 
waterfront improvement, and 12 public open space projects described above, as well as those 
listed in Appendix A, the Port Commission and its staff have consulted, relied upon, and 
reaffirmed its policy goals and objectives. In this way, the Waterfront Plan has been a living 
document for the Port and the City. On occasion, the Port has found the need to amend the 
Waterfront Plan. To date, the Port Commission has amended it eight times, which are listed on 
the Plan's title page. 

As new opportunities and issues arise, the Port does conduct additional planning work with the 
community, and some of this work may result in further amendments to the Waterfront Plan. 
But in fact, often times, this "planning" work is a series of discussions with citizens and 
waterfront stakeholders, supplemented by staff analysis, to decide how the Waterfront Plan's 
policies could be interpreted and applied to a particular situation or project opportunity. Below is 
a list of eight of the larger planning studies and discussions that have occurred or are underway, 
from north to south. While some of these efforts ultimately may lead to proposed amendments 
to the Waterfront Plan, Port staff has no specific recommendations for Plan amendments at this 
time. 

-15- 



Fisherman's Wharf Planning Committee Recommendations (2004) - A joint BCDC and Port 
Committee conducted a series of public workshops to examine whether consensus could be built 
to support a framework of linked open spaces and public improvements within Fisherman's 
Wharf. Both Commissions were open to considering further reconciling amendments to the Port 
and BCDC plans. Many elements of this study received broad support, including fill removal and 
shoreline open space along Pier 4372, but certain open space and transportation improvement 
issues were not resolved. Further work is needed to address the outstanding issues and to 
identify funding to support the public access improvements. The Fisherman's Wharf Planning 
Committee Recommendations are available on the Port's website at: 
http://www.sfgov.org/site/port_page.asp?id=31767 

Embarcadero Transportation Task Force - Created at the direction of Supervisor Aaron 
Peskin, this Task Force includes members from the San Francisco Planning Department, 
Municipal Transportation Agency (includes Muni and City parking facilities, San Francisco 
Transportation Authority, Mayor's Office of Economic Development, Port and community 
stakeholders. The focus is to define and address transportation constraints and opportunities 
within the Embarcadero/waterfront transportation corridor, consistent with the City's Transit-First 
policy, from Fisherman's Wharf through Mission Bay, to Pier 70. The Port and Planning 
Department worked with transportation consultants to produce the Embarcadero Parking and 
Transportation Study in 2005 which provides background and context for many of the issues, 
problems and possible solution options addressed by the Task Force. This study also is available 
on the Port's website at: http://www.sfgov.org/site/port_page.asp?id=36202 

Seawall Lot 337 Pre-development Planning - A year-long public planning process headed by a 
committee of the Port Commission to identify land use, open space, public benefit, public trust 
and financial objectives for SWL 337 (16 acres) and Pier 48, located within the northeast area of 
the Mission Bay neighborhood. These planning objectives were incorporated into a Development 
Request for Proposals for SWL 337 and Pier 48, and the development selection process is 
currently in process. Numerous and extensive reports from this effort are available at 
www.sfport.com/swl337 . Ultimately, this integrated planning and development effort will lead to 
future amendments to the Waterfront Plan, after developer selection and upon review of the 
development concept. 

Pier 70 Master Plan - A major public planning process now underway to set forth a land use and 
development framework for the entire 65 acre Pier 70 area, located south of Mission Bay, east of 
Illinois Street, and north of 23 th Street and the Mirant/Potrero Power Plant. The impetus for 
developing a Preferred Master Plan for Pier 70 is to save and rehabilitate as many of the site's 
extraordinary historic structures as possible. The collection of historic resources chart the 
evolution of the ship building and repair, and steel industries, and Pier 70's importance during 
World Wars I and II. The Master Plan also will have to integrate a significant economic 
development program and public open space system in a manner that does not undermine Pier 
70's eligibility as a National Register Historic District, nor the continued operation of BAE Systems 
ship repair and drydock operations. Ultimately, this master plan effort will lead to some 
amendments to the Waterfront Plan, which would be informed and integrated with a development 
solicitation and development proposal review process. Extensive information on this planning 
effort is available at on the Port's website at www.sfport.com/pier70. 

Southern Waterfront Planning and Management -The Port has dedicated substantial 
resources to address leasing, maritime and community planning needs in the portion of the 
Southern Waterfront south of Pier 70. Here, the Port's focus is to market and secure cargo 
businesses and customers, and other business activities centered around the Port's major 
terminals at Pier 80 and 94-96. At the same time, these efforts must help bring about 
environmental clean-up, community beautification, jobs, and new public open space venues 
along the waterfront. Port staff reported on these coordinated efforts to the Port Commission in 
August 2008. The staff report is available on the Port's website at: 

http://www.sfgov.org/site/uploadedfiles/port/meetings/supporting/2008/ltem%2011b%20Southern 
%20Waterfront%20Leasing%20and%20Planning%20Update.pdf 

-16- 



• Maritime Cargo & Industrial Land Use Study (2001 & 2008) - Comprehensive review of all 
Port maritime industries to ensure the Port continues to dedicate sufficient land area and 
resources for these purposes, and to address other operational and financial needs. 

• Pier 90-94 Backlands Planning Study (2001-2007) - Community planning process, coordinated 
with efforts by the Redevelopment Agency to plan for adjacent lands, to define interim and long- 
term land uses and public improvements, including public access, open space and environmental 
justice improvements. It is anticipated that the implementation of some of these improvements 
may trigger the need to amend the Waterfront Plan in the future. Further information and reports 
regarding the Pier 90-94 Backlands are available on the Port's website at: 
http://www.sfgov.org/site/port_page. asp?id=31 783 

• Southern Waterfront Final Supplemental Environmental Impact Report (1999.377E) - 

Analyzed the environmental effects of proposed new maritime and industrial uses in the Pier 80 
to 96 area, including the Illinois Street Intermodal Bridge. Engagement with the environmental 
community during this process launched the Port's efforts to develop a natural stormwater 
management program. 

CONCLUSIONS 

As reflected in this report, the projects and implementation efforts since the Port Commission 
adopted the Waterfront Plan have been numerous and varied. In many ways, it has been a 
journey to take a vision to reality. AT&T Park and the Ferry Building Historic Rehabilitation are 
star examples of projects that have signaled to residents, workers and visitors from beyond that 
San Francisco's waterfront truly welcomes and is accessible to the public. The San Francisco 
Giants draw about two million fans each year, and the Ferry Building and Farmer's Market 
attracts 25,000 shoppers and foodies weekly. Such volumes of people frequenting the shore, 
interacting, recreating and taking in the beauty of San Francisco Bay have created the 
revitalized, urban waterfront that is envisioned in the Waterfront Plan. 

Along the way, the Port has learned that waterfront projects, no matter how desirable, are 
complex and require creative thinking to arrive at solutions that balance numerous needs and 
expectations. It also requires persistence, patience and good will to work towards the types of 
waterfront successes that the City witnessed these past 10 years. These are the same 
attributes that also were instrumental in the Waterfront Plan Advisory Board's work to develop 
the Waterfront Plan. In producing a document which recognizes that policies should allow 
projects to take shape in different forms that respond to active public exchange and discourse, 
the Waterfront Plan has provided such visionary guidance for the Port. 

Time and again, the Waterfront Plan's goals and design policies have provided sound footing for 
the many improvements realized. When projects have failed, as reviewed in this report, it was 
not due to outdated Waterfront Plan policies. It resulted from a lack of sufficient funding 
required to support the proposed program, lack of balance in mix of uses, and/or because a 
political consensus regarding the balance of the project economics and the public benefits could 
not be achieved. The one question which has been raised regarding land use has been 
whether Port development projects include an excessive amount of office space. This issue is 
as much a financial question as it is a land use policy issue, for in many cases office uses have 
been necessary to generate revenues required to help finance historic rehabilitation, pier 
substructure repair and other project costs. 

The evaluation of unsuccessful projects in this report have revealed to the Port and public the 
exceptional demands put upon development on publicly-owned lands, and the limitations of the 
private market to meet them. In addition, the Port's Capital Plan process also has enlightened 
the public about the magnitude of need to maintain the waterfront and the public's responsibility 

-17- 



to contribute to the effort. There appears to be a public reckoning of the gap between the type 
of vital urban waterfront that people want, as currently expressed in the Waterfront Plan, and the 
requirements to realize it. The passage of both Propositions A and D in 2008 to benefit 
waterfront parks and Pier 70, respectively, reflects that the majority of San Franciscans are 
beginning to understand this. 

However, more such efforts and initiatives will be required just to make basic repairs to keep the 
waterfront safe, let alone meet high standards of historic preservation, create generous public 
access and open space, and keep maritime industry in San Francisco. The Port must make 
wise use of its funding tools and strategies, and continue to open up new funding or 
implementation innovations to the extent possible. As described in this report, pursuant to 
direction from the Port Commission, Port staff is commencing public outreach to discuss an 
Interim Leasing Policy for Historic Structures, the Port's latest response to address this 
challenge. 

To the degree that resources continue to fall short of the Port's capital improvement needs, 
there will be a need to revisit the Waterfront Plan to prioritize and perhaps revise policies about 
how historic preservation, open space, maritime and environmental improvements can be 
achieved. Such a review would likely require an assessment of which piers and facilities should 
get first attention, and which might have to be sacrificed. 

In addition to land use and financial issues, there also is a very real need to directly address 
transportation and parking needs and priorities for the waterfront. Any large waterfront projects 
generate demand for transportation and parking. While the City has an adopted "Transit-First" 
policy, it is not clear how it is interpreted and applied to the waterfront. This has generated 
much public concern and controversy which has increased the risk of Port development 
projects. 

The Embarcadero is a major City transportation system and thus the City, not just the Port, must 
engage in discussions of any proposed changes to public transit, roadway, parking, bicycle or 
pedestrian facilities. However, to the extent there is consensus around increasing public transit 
service along The Embarcadero or into Mission Bay, the resources fall short of the demand. 
The Embarcadero Transportation Task Force provides an appropriate forum to focus specifically 
on these issues, and to recommend solutions. This Task Force brings together representatives 
from the City's transportation agencies, the Port and community stakeholders, those who have^ 
great knowledge and experience of transportation patterns and needs along the waterfront. 

In addition to the community work required to address transportation issues, the Port also 
recognizes the need to continue to improve its own understanding and communications with 
community stakeholders. This is a particular need within the Northeast Waterfront subarea, 
between Piers 9 and 35, from Broadway to Bay Street. The Northeast Waterfront has the most 
underdeveloped seawall lots north of China Basin, and the collection of historic finger piers 
within this area are the heart of the Embarcadero National Register Historic District. This area 
at the same time presents one of the Port's greatest opportunities and challenges. While the 
Exploratorium project at Pier 15-17 and Port cruise terminal planning efforts at Pier 27 are 
positive changes, the difficulties and strained relations that ensued from past development 
efforts have had their lingering effects. That loss of trust resulted in the exclusion of Northeast 
Waterfront seawall lots from SB 815, the State legislation designed to increase revenues from 
inland development, to help underwrite the costs of historic pier rehabilitation and expanded 
public access. The Port recognizes that before any major new public-private development 
efforts can be considered, there is a need to reconvene with community stakeholders to review 
the Waterfront Plan policies for the Northeast Waterfront subarea against current ideas and 
desires, to determine whether changes are needed. 

-18- 



As discussed in this report, the Port has other planning efforts underway, including those for 
Pier 70, Seawall Lot 337 and within the Southern Waterfront. Each will follow its own course in 
defining whether amendments to the Waterfront Plan will be needed. In the meantime, Port 
staff has no recommendation to amend the Waterfront Plan at this time. In fact, in conducting 
this review, Port staff has found that the Waterfront Plan has remained remarkably cogent, a 
true tribute to the vision and dedication of its citizen authors, listed below. The Port and City are 
indebted to the great work of the Waterfront Plan Advisory Board, and are committed to 
continuing efforts to provide a great urban waterfront for San Francisco. 



Robert Tufts, Chair 
Anne Marie Cervantes 
Patrick Flanagan 
Robert Hagedorn 
Denise McCarthy 
Jane Morrison 
George Romero 
Paul Sedway 
Tom Walker 
Sue Bierman 
Brian McWilliams 
Emily Rodriguez 



Kermit Boston 
Denise Conley 
Michael Gallette 
Carl Hanson 
Richard Millet 
Stan Moy 
Nan Roth 
Bob Tibbits 
Jay Wallace 
Robin Chiang 
Jack Morrison 
Jack Scott 



Arthur Bruzzone 
James Eschen 
Lester Gee 
Toby Levine 
George Mix 
Peter Moylan 
Marina Secchitano 
Julia Viera 
Esther "b" Woeste 
Dennis Herrera 
Curt Rodby 



The Port welcomes public comments on this review and assessment of the Waterfront Plan. 

Prepared by: Diane Oshima 

Assistant Deputy Director, Waterfront Planning 



-19- 



APPENDIX A 



Waterfront Land Use Plan 
Review of Projects, Proposals & Implementation Efforts, 1997-2008 




Memorandum to San Francisco Port Commission - Waterfront Plan 10- Year Review, Appendix A 

December 3, 2008 
A-1 



FISHERMAN'S WHARF WATERFRONT SUBAREA 

(from the east end of Aquatic Park to the east side of Pier 39) 

Subarea Objectives 

Restore and expand Fisherman's Wharf as a working fishing port. 

Attract revenue-generating new uses to help support and subsidize fishing industry and 

public activities 

Provide space for the existing and expansion needs of other maritime activities at the 

Wharf. 

Continue to integrate public, commercial, and maritime activities to preserve and 

enhance the diversity of uses at FW. 

Encourage activities that will facilitate the use of the area by local residents and diminish 

the Wharf's image as a "tourist-only" attraction. 

Rationalize and enhance the public access and open space program at FW. 

Provide efficiently planned parking and loading facilities to serve Wharf activities. 

Fisherman's Wharf Planning Studies 

Waterfront Plan Amendments - Fish Alley (2001) - Amendments to the Waterfront Plan policies for Fish 
Alley, in response to stakeholder concerns, to restrict uses to primarily fishing industry and maritime 
related uses. 

2002-04 Fisherman's Wharf Planning Committee Recommendations (2002) - A joint BCDC and Port 
Commission Committee to develop planning recommendations for several Bay fill removal and public 
open space improvements. Further work is needed to address outstanding open space and Jefferson 
Street improvement options and funding needs. 

Fisherman's Wharf Community Benefit District (2005) - Creation of Fisherman's Wharf Community 
Business District (CBD), which includes Fisherman's Wharf Port tenant businesses. The CBD is 
conducting community-based urban planning to study the transportation and pedestrian improvements, 
particularly along Jefferson Street, working with the San Francisco Planning Department. Planning study, 
including consultant Jan Gehl, is expected to be completed in 2009. 

Fisherman's Wharf Projects 

Hyde Street Harbor (2000) - A $7 million Port project to construct 62 new berths in the Hyde Street 
Commercial Fishing Harbor, immediately adjacent to Pier 45, Sheds B & D, with funding assistance from 
California Dept of Boating and Waterways. The Harbor project followed up a $14 million FEMA seismic 
repair of Pier 45, which included rehabilitation of Sheds B and D to create over 100,000 s.f. of modern fish 
processing space. Together, these improvements put San Francisco back on the map as a fishing 
industry center. 

Fisherman's Wharf Public Access Improvements (various) 

• Jefferson Street sidewalk widening 

• Powell/Jefferson plaza and public seating 

• Pier 43 Vz public access 

• Fisherman's Wharf PortWalk Interpretive Sign Program 

• Fisherman's Wharf Pedestrian way-finding sign program 

Pier 45 Shed A (2000 ) - A development opportunity for a mixed-use, recreational and entertainment 
project in Pier 45 Shed A. The Port Commission selected Malrite Development team proposal for an 
interactive history museum, over a non-profit Bay Center development team. In November 2000, voters 
approved Proposition R, a non-binding statement of policy of the City and County of San Francisco to 

Memorandum to San Francisco Port Commission - Waterfront Plan 10-Year Review, Appendix A 

December 3, 2008 
Page: A-2 



create a public educational and interpretive facility at Pier 45, operated by an independent 501 (c) (3) non- 
profit organization, not subsidized by San Francisco taxes. In response to the passage of Proposition R, 
Malrite terminated its negotiations with the Port Commission in April 2001 . 

Pier 43 Historic Arch Public Access Rehabilitation (2002) - Port reconstruction, consistent with Secretary 
of Interior Standards following extensive fire damage of facility. 

360 Jefferson Street (2005 -2008) - A leasing opportunity in the Fish Alley area which was awarded to 
Firewood Cafe/Meyers Company for a restaurant. The negotiations were not successful due to the high 
cost necessary to convert a non-restaurant space into a functioning restaurant. In May 2008, Port staff 
engaged discussions with the next qualified respondent, Portco, Inc. Portco for a retail store. 

Wharf J-10 Demolition (2007) - Demolition of a historic wooden pier and shed after the Chief Harbor 
Engineer condemned the facility and declared a public safety emergency. The Port sought an emergency 
exemption to conduct the demolition immediately, which was appealed. At the direction of the Board of 
Supervisors, an Environmental Impact Report was required, which was completed in 2006. Thereafter, 
Port carried out the demolition in 2007. 

Pier 43 Promenade - Creation of a shoreline open space project along the Bay Trail, involving removal of 
Bay fill, which was approved as part of the Proposition A Clean and Safe Neighborhood Parks General 
Obligation Bond, passed in February 2008. 

NORTHEAST WATERFRONT SUBAREA 

(from Pier 3 5 'A to Pier 7) 

Subarea Objectives 

• Maximize opportunities for the retention of maritime operations 

• Activate this area with an array of uses which establish a daytime and nighttime 
presence, but are not primarily tourist-oriented. 

• Protect and enhance the historic maritime character of the area. 

• New development should highlight the location of the area as a gateway to the North 
Beach and Chinatown neighborhoods to the west, and Fisherman's Wharf to the north. 

• Provide new public access amenities which highlight newly created points of interest. 

Northeast Waterfront Planning Studies 

Cruise Terminal Advisory Panel (2006) 1 - A committee appointed by the Port Executive Director to re- 
evaluate site options and implementation requirements for a new cruise terminal. The Panel 
recommended Pier 27 as the most cost-effective alternative. 

Pier 27 Cruise Terminal Planning Study (current) - In response to the Cruise Terminal Advisory Panel's 
recommendation, the Port Commission has directed site planning and design studies to evaluate the 
feasibility of converting the Pier 27 shed to a modern cruise terminal facility, with an integrated design for 
the Northeast Wharf plaza. 

Northeast Waterfront Projects 

Pier 35 Cruise Terminal Improvements (2005) - A $4 million capital improvement project to bring Pier 35 
into compliance with new Federal Homeland Security requirements, and to incorporate significant 
passenger amenities, and new BCDC public access improvements. 



1 The Cruise Terminal Advisory Panel (CTAP) was initially formed to examine the Piers 30-32 James R. Herman New International 
Cruise Terminal in the South Beach/China Basin Waterfront. The final CTAP recommendations conclude that Pier 27 in the 
Northeast Waterfront is the preferred location for a primary cruise berth, based on a variety of factors. 

Memorandum to San Francisco Port Commission - Waterfront Plan 10- Year Review, Appendix A 

December 3, 2008 
Page: A-3 



Embarcadero Hotel (1998-2005) - Development of a 400 room hotel and parking facility at SWL 323/324 
and 322-I, proposed by Stanford Hospitality, Inc., which was not realized. 

Pier 27-31 Recreation Mixed Use Project (2000 to 2008) - A mixed use active recreation development 
proposed by Mills Corporation and, later, Shorenstein Properties LLC and Farallon Capital Management, 
neither of which were realized. 

Exploratorium (current proposal) - A proposed new location for the Exploratorium museum of science, art 
and human perception, at Pier 15-17, currently undergoing CEQA environmental review and entitlements. 

FERRY BUILDING WATERFRONT SUBAREA 

(from Pier 5 Bulkhead to Rincon Park, north of Harrison Street) 

Subarea Objectives 

Preserve and restore historic structures on the Ferry Building Waterfront, both to recall 

the area's historic use and to accommodate new uses. 

Provide maritime facilities for ferry and excursion boats, recreational boats, historic ships, 

and ceremonial berthing. 

Provide a mix of uses that emphasizes the civic importance of the area, generates 

waterfront activity and serves San Franciscans and visitors alike. 

Extend the PortWalk through the area, providing more convenient, direct and 

aesthetically pleasing public access connections to open space areas and the Bay. 

Restore the Ferry Building Waterfront as a major transit center by improving transit 

access and transfers among water and land transportation modes. 

Provide efficiently planned parking and loading facilities to serve new activities in the 

area. 

Physically and visually integrate the Ferry Building and environs with their spectacular 

City and Bay settings. 

Pursue a mix of public and private resources to achieve an appropriate quality and mix of 

uses. 

Ferry Building Projects 

Downtown Ferry Terminal. Phase I (2000) - A $17 million Port project, with Federal transportation grant 
fund assistance, to add two public ferry berths, East Promenade public access along the Bay side of the 
Ferry Building, and the Pier 14 Breakwater. Port currently with working with the Water Emergency 
Transportation Authority (WETA) to plan the second phase of improvements for the Downtown Ferry 
Terminal. 

Pier 1 Historic Rehabilitation (2001) - Port development proposal by AMB Property Corp to convert Pier 1 
to office space to house the Port's headquarters, and other office tenants. This was the Port's first historic 
pier rehabilitation project, which required listing on the National Register of Historic Places, complied with 
Secretary of Interior Historic Preservation Standards, and relied on tax credits under the Federal Historic 
Preservation Tax Credit program. 

Ferry Building Historic Rehabilitation (2003) - Historic rehabilitation which involved major alterations to 
open up the central nave for public transportation, access and recreational use, including locally-owned 
food and artisan businesses oriented around San Francisco's food culture, and CUESA Farmers Market. 
Project meets Secretary of Interior Historic Preservation Standards and took advantage of Federal Historic 
Preservation Tax Credit program. 

Rincon Park (2003 ) - A waterfront park designed by the Olin Partnership, south of the Agriculture 
Building, developed by The Gap and San Francisco Redevelopment Agency as part of the Rincon Point- 
Memorandum to San Francisco Port Commission - Waterfront Plan 10-Year Review, Appendix A 

December 3, 2008 
Page: A-4 



South Beach Redevelopment Plan, providing passive open space on a grassy landscaped knoll, 
punctuated by the "Cupid's Span" sculpture by Claes Oldenburg and Coosje van Bruggen. 

Pier 1/4. 3. 5 Historic Rehabilitation (2006) - A development project by San Francisco Waterfront Partners 
LLC, to rehabilitate these historic bulkhead buildings, consistent with Secretary of Interior Standards, 
which included construction of a new office building on Pier 3, generous Bayside History Walk public 
access, and recreational berthing facilities. 

Rincon Restaurants (2007) - The Rincon Park plans included a 20,000 square-foot site for restaurant 
development, to compensate the Port for dedication of the overall site for development of Rincon Park. 
Two waterfront restaurants, Waterbar and Epic Roasthouse, were developed, an $18 million project, 
offering spectacular views of the Bay and Bay Bridge. 

Pier 14 Breakwater Public Access (2007) - The improvement of the top platform of the breakwater for 
public access, offering seating, public art and expansive waterfront views, requiring funding assistance 
from multiple public agencies. The scope of the project included the reprogramming of the area adjacent 
to the entrance as a location for a revolving exhibit of public art installations. 

SWL 347N and 347S - These lots were included in SB 815, approved by Governor Arnold 
Schwarzenegger, which allows public trust use restrictions to be lifted until 2084. No project is 
contemplated for these lots at this time. 

Water Emergency Transit Authority (WETA) - WETA has become a Port tenant, with anchor offices and 
planned layover berthing facilities at Pier 9. The Port is working with WETA to plan Phase II of the 
Downtown Ferry Terminal in the Ferry Building area. 

Seawall Lot 351, The Embarcadero/Washinqton Development (current project) - Port Commission 
authorized RFP for hotel, office, residential, recreation and/or restaurant/retail uses, and at least 90 
parking spaces to meet Port contractual obligations to the Ferry Building. Development proposals are due 
on December 15,2008. 

SOUTH BEACH/CHINA BASIN WATERFRONT SUBAREA 

(from Pier 22 A A to Mariposa Street) 

Subarea Objectives 

• Preserve and rationalize existing industrial maritime activities in the area. 

• Preserve and improve existing maritime uses that provide focal points for public 
enjoyment of commercial and recreation-oriented maritime activities. 

• Promote activities and public access to make the waterfront inviting and safe, and 
improve the living environment of the new and emerging Rincon Hill, south Beach and 
Mission Bay neighborhoods. 

• Take advantage of proximity to downtown San Francisco by providing attractions for the 
general public, while respecting the needs of adjacent residents. Create an integrated 
series of public access improvements that extend a shoreline PortWalk through the area, 
and provide a unifying pedestrian connection between South Beach and Mission Bay at 
China Basin Channel. 

• Establish high standards in the design of new development that give rise to a new 
architectural identify for the shoreline north of China Basin Channel. 

South Beach/China Basin Waterfront Planning & Projects 

Pacific Bell/AT&T Ballpark (2000) - After passage of Proposition D in 1997, the China Basin Ballpark 
Company developed this $357 million privately financed baseball stadium for the San Francisco Giants, 

Memorandum to San Francisco Port Commission - Waterfront Plan 10-Year Review, Appendix A 

December 3, 2008 
Page: A-5 



which made the waterfront as much the center of attention as the game of baseball. The project includes 
generous public access, including China Basin Park on the south shore of China Basin Channel. 

China Basin Landing (2001 ) - Port development of a new public ferry landing facility adjacent to the 
Ballpark, to provide direct access for ballpark fans to alternative transportation. 

Pier 50 Port Maintenance Center (1999) - In concert with the development of AT&T Ballpark at China 
Basin, the Port established a new central base for its maintenance operations at Pier 50, Shed D. 

Removal of Pier 34 (2001) - Bay fill removal consistent with Port and BCDC plan policies 

Removal of Pier 24 (2001 ) - Bay fill removal consistent with Port and BCDC plan policies 

International Museum of Women (2004 ) - Non-profit International Museum of Women approached the 
Port with an unsolicited proposal to rehabilitate historic Pier 26 and convert it into a state-of-art museum 
honoring women all over the world. This project received a waiver to the Port's competitive development 
solicitation process, but was unsuccessful at raising sufficient funds to address the pier substructure 
requirements of this pier rehabilitation proposal. 

South Beach Children's Play Area (2005) - San Francisco Redevelopment Agency construction of play 
area for children, as part of the Rincon Point-South Beach Redevelopment Plan. 

Bryant Street Pier/ Piers 30-32 James R. Herman International Cruise Terminal (2006) - A major mixed 
use development proposal by San Francisco Cruise Terminal, LLC (SFCT) to build the James R. Herman 
cruise terminal facility on Pier 30-32, with a mix of office, commercial, maritime support, and public access 
uses, a Brannan Street Wharf public park to replace Pier 34 and 36 to the south, and hotel on SWL 330 
across The Embarcadero. The project required special State legislation for the pier development 
program, and a change to residential use on SWL 330 to generate sufficient revenues to carry the project. 
The development of condominiums required a swap of the public trust from SWL 330 to Port land in the 
Southern Waterfront. The project secured all entitlement approvals in 2005, however ran into 
unexpectedly high substructure repair and construction costs of the project. While the condominiums were 
successfully completed, the revenues generated were insufficient to finance the Pier 30-32 improvements, 
and SFCT let its development contract with the Port expire. 

Seawall Lot 330 - The remainder of SWL 330 was included in SB 815, which declared certain Port seawall 
lots no longer useful to the trust and allowed leasing for non-trust uses for period of up to 75 years, subject 
to certain conditions. 

South Beach Harbor Repairs and Dock Improvements & Community Facility (2007) - The San Francisco 
Redevelopment Agency capital improvements to the South Beach Harbor berths, docks and Pier 40 shed, 
including new public access, and support of kayak and hand-powered recreational craft, Bike Hut and 
major new facility to serve the boating community, South Beach Harbormaster staff, and the South Beach 
Yacht Club, as part of the Rincon Point-South Beach Redevelopment Plan. 

Harbor Services - The Port has been protective of maintaining a base of harbor services, which can co- 
exist with new, publicly-oriented mixed use development. In 2008, the Port signed a new 10-year lease 
with Westar Marine Services at Pier 50. The Port is working with the Exploratorium to ensure the 
proposed science museum complex also provides for retention and improvement of facilities for Baydelta 
Maritime, a tug and tow maritime operator. 

Seawall Lot 337 (current) - A 16-acre waterfront site within the Mission Bay neighborhood, the Port 
Commission and staff conducted a year-long public planning process to define land use, site and design 
parameters to inform the issuance of a development RFP. The Port conducted the planning work with 
participation of a number of other City agencies. The Port Commission directed a two-step developer 
selection process, and the creation of a SWL 337 Advisory Panel to review and recommend development 
proposals. Four RFQ concept proposals were received in February 2008, which underwent extensive 

Memorandum to San Francisco Port Commission - Waterfront Plan 10-Year Review, Appendix A 

December 3, 2008 
Page: A-6 



public review, yielding invitations to two teams to submit RFP proposals. Those two teams have decided 
to submit a joint proposal, which will occur in January 2009. The SWL 337 site is included in SB 815, 
which allows the development of non-trust uses, subject to conditions of the law. 

Brannan Street Wharf and Bayfront Park - Both of these waterfront open space projects will receive 
General Obligation Bond funding from the passage of Proposition A Clean and Safe Neighborhood Parks 
measure. The Port has initiated contracting for the cost and site engineering analysis for Brannan Street 
Wharf, and begun site coordination with the San Francisco Redevelopment Agency because Bayfront 
Park is within the Mission Bay South Redevelopment Plan area. 

Pier 52 Boat Launch (2008) - The Port worked diligently with the boating community and California 
Department of Boating and Waterways to complete the long-awaited $2.4 million Pier 52 public boat 
launch and parking lot in the Mission Bay area. 

SOUTHERN WATERFRONT SUBAREA 

(from Pier 70 to India Basin) 

Subarea Objectives 

• Maximize the utilization of existing cargo terminal facilities. 

• Pursue financing mechanisms to develop competitively priced maritime support facilities 
in the S Waterfront. 

• Maximize the productivity of Port assets through interim use of property reserved for 
maritime expansion. 

• Development of non-maritime land uses that would be beneficial to the Port and 
compatible with maritime activities should be considered in areas which are surplus to 
long-term maritime needs. 

• Promote non-maritime activities in and around three historic Union Iron Works buildings 
to facilitate the revitalization of an area that survives as an example of San Francisco's 
earliest maritime industry. 

• Reserve or improve areas which will provide opportunities for the protection of wildlife 
habitat and for passive and actives recreational uses. 

• Enhance the public's appreciation of the waterfront by providing greater opportunities for 
access in a manner which does not compromise the efficiency of maritime operations. 

Southern Waterfront Planning 

Pier 70 Preferred Master Plan (current) - A major public planning process by the Port, assisted by 
preservation, planning and economic consultants to establish a land use and development framework for 
the entire 65 acre Pier 70 area, which rehabilitates as many of the site's extraordinary historic structures 
as possible, integrates a economic development program to fund site improvements including waterfront 
open space, and maintains adjacent ship repair and drydock operations by BAE Systems. 

Southern Waterfront Planning and Management - Coordinated Port address to market and secure cargo 
businesses and customers, and other business activities centered around the Port's major terminals at 
Pier 80 and 94-96, while also integrating environmental clean-up, community beautification, jobs, and new 
public open space venues in the waterfront south of Pier 70. Port staff reported on these coordinated 
efforts to the Port Commission in August 2008. The staff report is available on the Port's website at: 
http://www.sfgov.org/site/uploadedfiles/port/meetings/supporting/2008/ltem%2011b%20Southern%20Wat 
erfront%20Leasing%20and%20Planning%20Update.pdf 

Maritime Cargo & Industrial Land Use Study (2001 & 2008) - Comprehensive review of all Port maritime 
industries to ensure the Port continues to dedicate sufficient land area and resources for these purposes, 
and to address other operational and financial needs. 

Memorandum to San Francisco Port Commission - Waterfront Plan 10-Year Review, Appendix A 

December 3, 2008 
Page: A-7 



Pier 90-94 Backlands Planning Study (2001-2007) - Community planning process, coordinated with 
efforts by the Redevelopment Agency to plan for adjacent lands, to define interim and long-term land uses 
and public improvements, including public access, open space and environmental justice improvements. 
Further information and reports regarding the Pier 90-94 Backlands are available on the Port's website at: 
http://www.sfqov.org/site/port paqe.asp?id=31 783 

Southern Waterfront Final Supplemental Environmental Impact Report (1999.377E) - Analyzes the 
environmental effects of proposed new maritime and industrial uses in the Pier 80 to 96 area, including 
the Illinois Street Intermodal Bridge. Engagement with the environmental community during this process 
launched the Port's efforts to develop a natural stormwater management program. 

Southern Waterfront Projects 

Heron's Head Park (1999. 2007) - A major site clean-up and restoration effort to convert Pier 98 to a 
public access park with native plants and animal life and tidal wetlands ecosystem. The $1.3 million effort 
included California Coastal Conservancy and San Francisco Bay Trail funds, completed in 1999 and 
reopened as Heron's Head Park which is now used for education and recreation by thousands fishermen, 
bird-watchers, and students and visitors, and more than 100 bird species each year. Education and public 
participation programs at Heron's Head Park are run by Literacy for Environmental Justice (LEJ), a local 
non-profit organization dedicated to providing environmental education programs to urban youth, with 
programs free of charge. In 2007, the Port worked with LEJ to approve the construction of an Eco-Center 
facility, providing a facility to support its education program utilizing state-of-the-art green building 
standards. 

Islais Landing (2000) - The Port worked with the Friends of Islais Creek to support the construction of a 
launch facility for kayaks and non-motorized craft, and landscaping and shoreline public access 
improvements. 

Third & Cargo Way Gateway Landscaping (2003) - Landscape design and construction of improvements 
funded by Hanson Aggregates, at the gateway to the Bayview-Hunters Point neighborhood. 

Pier 94 Wetlands (2006) - A salt marsh along the northeastern shore of Pier 94 created after a portion of 
the Pier 94 fill subsided, which provides rare and valuable habitat in this highly industrialized portion of the 
Bay shoreline. From Fall 2005 through Winter 2006, the Port completed wetlands expansion and 
enhancement with funding from the Port, the San Francisco Bay Natural Resources Trust, and the 
California Coastal Conservancy. The Golden Gate Chapter of the Audubon Society has "adopted" the 
wetlands at Pier 94, hosting regular volunteer work days and wildlife viewing events and working with 
volunteers to monitor the success of the wetland improvements and biological diversity at the site. 

Pier 70 Drvdock #2 (2008) - A tripartite agreement between the Port, Princess Cruises, and BAE Systems 
San Francisco Ship Repair for a $5 million investment to upgrade Drydock #2, which has secured San 
Francisco's position as the only ship repair port on the west coast of the Americas that can service the 
largest cruise ships operating in the Pacific. 

Piers 80 and 94-96 Terminals - Expanded Port marketing efforts to increase business opportunities, which 
resulted in Pier 80 being converted from container use to a general cargo facility, use of Pier 94-96 for 
bulk cargo. 

Illinois Street Bridge (2008) - A $27 million Port project, requiring funding assistance from multiple public 
agencies, to construct a multi-modal bridge providing on-dock freight rail to the Pier 80 cargo terminal, 
linked to the Port's intermodal cargo freight yard and Pier 94-96, as well as a route for trucks, bicycles and 
pedestrians that reduces traffic congestion and emissions on Third Street. The development of Muni's T- 
Line light rail transit on Third Street eliminated one traffic lane in each direction, which reduced vehicle 
capacity along Third Street. 



Memorandum to San Francisco Port Commission - Waterfront Plan 10-Year Review, Appendix A 

December 3, 2008 
Page: A-8 



Blue-Greenway - The City's 2006 Blue-Greenway Task Force identified a series of open space 
improvements to benefit the City's southern neighborhoods and continue public waterfront access through 
the Port's Southern Waterfront jurisdiction beyond to the San Francisco County Line. The Proposition A 
Clean and Safe Neighborhood Parks measure provides $22 million in General Obligation Bond funds for 
Blue-Greenway projects on Port property. The Port will conduct community planning to define and 
prioritize Blue Greenway park improvements. 

Other Waterfront Plan Implementation Steps 

Embarcadero Transportation Task Force, 2001 

Embarcadero Parking and Transportation Study, 2005 

Pier 1-5 National Register Historic District Designation, 2001 

Embarcadero National Register Historic District Designation, 2006 

Port 10-Year Capital Plan, 2006 

Port Stormwater Control Management Guidelines, 2007 

State Legislation Measures: 

- AB 1389 (Shelley) to support Bryant Street Pier/James Herman International Cruise Terminal 
Project, 2003 

- SB 1085 (Migden) to enable creation of Infrastructure Finance Districts (IFDs) for Port of San 
Francisco to capture property tax increments to pay for qualified infrastructure improvements of 
Port property, 2005 

- SB 815 (Migden) to allow State Lands Commission to permit development of non-trust uses on 
specified Port seawall lot sites, consistent with provisions in the legislation, 2007 

- AB 2367 (Leno) changes to the earlier IFD Law that would, if adopted, allow the City to retain the 
25.3% of property taxes from a Port IFD that goes to the State. This bill is still pending. 

San Francisco Ballot Measures; 

- Proposition A Clean and Safe Neighborhood Parks, 2008 

- Proposition D Pier 70 Charter Amendment, 2008 



Memorandum to San Francisco Port Commission - Waterfront Plan 10-Year Review, Appendix A 

December 3, 2008 
Page: A-9 



SAN FRANCISCO 
PORT COMMISSION 



DECEMBER 9, 2008 
MINUTES OF THE MEETING 



MEMBERS, PORT COMMISSION 



GOVERNMENT 
DOCUMENTS DEPT 

JAN - 9 2009 

SAN FRANCISCO 
PUBLIC LIBRARY 



HON. KIMBERLY BRANDON, PRESIDENT 

HON. RODNEY FONG, VICE PRESIDENT 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 

HON. STEPHANIE SHAKOFSKY 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
DECEMBER 9, 2008 

1 . CALL TO ORDER / ROLL CALL 

Commission President Kimberly Brandon called the meeting to order at 2:05 p.m. 
The following Commissioners were present: Kimberly Brandon, Rodney Fong, 
Michael Hardeman and Ann Lazarus. Commissioner Stephanie Shakofsky was not 
present. 

2. APPROVAL OF MINUTES - November 1 8, 2008 

ACTION: Commissioner Fong moved approval; Commissioner Lazarus seconded 
the motion. All of the Commissioners were in favor. The minutes of the November 
18, 2008 meeting were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

ACTION: Commissioner Lazarus moved approval; Commissioner Fong seconded 
the motion. All of the Commissioners were in favor. 

At 2:06 p.m., the Port Commission withdrew to executive session to discuss the 
following: 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING AND 
LITIGATION MATTERS. 

a. Discuss existing and anticipated litigation matters pursuant to 
California Government Code Section 54956.9 and San Francisco 
Administrative Code Section 67.10(d) (3 cases; Information Items): 

• San Francisco Pier 33 LLC v. City and County of San Francisco. 
Port of San Francisco, et al . (San Francisco Superior Court Case 
No. CGC-07-464954) 

• In re Pier 38 Maritime Recreation Center. Inc. (Debtor) . U.S. 
Bankruptcy Court, Northern District of California, San Francisco 
Division, Chapter 11 (Case No. 07-31444 DM 11), and Pier 38 



M1 2092008 



-1- 



Maritime Recreation Center, Inc. and Carl Ernst Jr. v. City and 
County of San Francisco; Port Commission of San Francisco 
(Adversary Proceeding No. 07-31443) 

• City and County of San Francisco v. Carl Ernst, Jr., and Pier 38 
Maritime Recreation Center, Inc.; San Francisco Superior Court 
(Case No. CUD-07-621476) 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. This session is closed to any non-Citv/Port representative.* 

a. Property : SWL 352 at Amador Street 

Person Negotiating : Port : Brad Benson, Special Projects Manager 

*Raisch Products, Inc. : Doug Raisch 

*SF Recycling & Disposal : Maurice Quillen 

Under Negotiation: Price Terms of Payment X_Both 

An executive session has been calendared to give direction to staff 
regarding real estate negotiations for Port property located at SWL 
352 at Amador Street. 

5. RECONVENE IN OPEN SESSION 

At 3:25 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Fong made a motion to adjourn executive session and 
reconvene in open session; Commissioner Lazarus seconded the motion. All of the 
Commissioners were in favor. 

ACTION: Commissioner Fong made a motion to not disclose any information 
discussed in executive session; Commissioner Lazarus seconded the motion. 
All of the Commissioners were in favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 



7. EXECUTIVE 



M1 2092008 



A. Executive Director's Report : Executive Director Monique Moyer reported the 
following: 

• Report on the Port of Cork Sister Port Speaking Engagement - December 
3-5, 2008: The Port of Cork Harbor Company became a Sister Port of the 
Port of San Francisco in the mid 1980s under Mayor Dianne Feinstein's 
administration. The Port of Cork's Chairman of the Board invited her to 
attend their annual board retreat to: (1) Present the attributes of the Port of 
San Francisco. In particular, they were curious about the commercial real 
estate and open space/recreation portions of our portfolio. The Port of 
Cork is more of a maritime exclusive port; and (2) To lead a discussion for 
their Board of Directors in terms of what's happening around the world in 
the maritime business and what are the future growth opportunities. It was 
a good trip. The most interesting is if you were to look at pictures of the 
Port of San Francisco and the Port of Cork side by side, the physical 
attributes are extraordinary different. The country of Ireland has a 
population of 4.5 million which is half of the Bay area. They have a 
physical geography that is about the size of the 9 bay area counties 
connected. They run a federal port system under the Minister of 
Transportation and like the bay area, they have 5 public ports in the entire 
country. Unlike the bay area, they import almost everything exclusively. 
Despite the fact that they have a very different maritime business and very 
different physical attributes, we have a lot in common not the least of 
which is we both have EPAs. We both have environmental analysis 
procedures and we both are beginning to have a scarcity of land 
surrounding the waterfront. Despite the fact that they are a much older city 
than we are, they are significantly beyond where we are by virtue of the 
Waterfront Land Use Plan and the work that was done on our behalf in the 
1 990s. They are, as most ports are now, struggling with how to have that 
successful marriage side by side of maritime business encouraging public 
to the waterfront and open space and meeting the needs of the city 
population. She suspects that the exchange of ideas will continue for 
some time. Probably more so now than in the last 20-25 years. She 
appreciated their hospitality and for inviting her to come. 

• Carnival Cruise Ship in San Francisco Drvdock - December 2, 2008 : The 
Carnival Paradise has been in the Port's drydock since Tuesday 
December 2 and will sail from San Francisco on Saturday, December 13. 
The ship was at the port for scheduled repair/ maintenance work. Carnival 
has two other vessels scheduled to come to San Francisco for repair work 
in the next few months, the Carnival Elation in late February and the 
Carnival Spirit in March. Carnival will also have one of its newest ships, 
the Carnival Splendor, make a maiden call at the Port on March 21, 2009. 
The Splendor is 951' long and can carry up to 3700 passengers. While the 
expansion of the drydock wasn't necessary to lift this particular ship, it is 
part of the recognition and the commitment of the Carnival Corporation to 
bringing more ships to the San Francisco drydock and we are pleased to 
have that business. 



M1 2092008 



-3- 



• 



Lighted Boat Parade - December 19, 2008: The Fisherman's Wharf 
Community Benefit District has once again joined with the St. Francis 
Yacht Club to present the oldest and largest lighted boat holiday parade 
on San Francisco Bay on Friday, December 19, 2008. More than 100 
boats, with lights and holiday decorations, will parade along the waterfront. 
The parade route will begin at 6:00 p.m. just east of PIER 39 proceeding 
west past Fisherman's Wharf, Fort Mason and the St. Francis Yacht Club 
turning off of Crissy Field and returning along the waterfront. Spectators 
can get a great view from Aquatic Park, PIER 39, and along Jefferson 
Street between Jones & Taylor Streets at the Sportfishing Harbor. 

2009 Port Calendar: The 1 1th annual Port calendar was once again 
produced by Gerry Roybal from the Maritime Division. This is the first time 
it has been printed under our new MOU with the San Francisco Airport. In 
exchange for displaying SFO banners along the Embarcadero, they 
provided design and printing for the calendar. As usual, there are 
extremely impressive pictures by our own Port staff such as Jay Ach, 
Dave Rauenbuehler, supervisor of our Plumbing Division. He shot a photo 
of a mega ship at Pier 30/32. A picture was taken from Susan Reynold's 
vacation in August by her partner Richard Berkvam. Another photo is the 
Star Princess, the post-Panamax ship in drydock which is amazing to see 
a ship repair facility with the San Francisco skyline or any downtown 
skyline behind it. The most impressive thing about this picture is we photo 
shopped the rotting pier in front of it. It shows what the Port could actually 
look like someday. Another photo by Jay Ach was of the Illinois Street 
Bridge that opened in 2008 and our commitment to a continuation of rail 
service at the Port of San Francisco. While it is a very important marketing 
piece, it also is a story of Port accomplishments in the last year. She 
recognized everyone who did a tremendous job on the calendar but also 
on all of the work that the calendar illustrates. 

On Friday. December 12. 2008 at 1 1:30. the Water Emergency Transit 
Authority (WETA) will launch their new vessel, the Gemini, at Gate E. 
She's one of their new environmental-friendly fleet and burns a blend of 
biodiesel and ultra low sulfur fuel. The Gemini is designed to have 10 
times fewer emissions than existing Bay Area ferries. The new ferry boat 
is 1 16 feet long, holds a total of 149 passengers, 34 bikes and travels up 
to 25 knots. The Gemini will be on display for public viewing at Gate E 
from 1 1:30 a.m. to 3:30 pm. on Friday. The Gemini is expected to go in 
service early in 2009. 

New Year's Eve Fireworks - The City is going to have the usual New 
Year's Eve fireworks show that will take place at midnight on December 
31. There will be two barges for the fireworks, about 1000 feet bayward of 
Mission and Embarcadero. 



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• On January 1 2, 2009 at 1 1 :30 a.m., the Department of Rec and Park will 
dedicate Block 203, also known as Ferry Park at the corner of Clay & 
Drumm Street, to Ernestine Weiss. 

Ernestine Weiss indicated that this is a long time coming and a big fight to 
get the plaque approved as a judicial transfer from the Dept. of Public 
Works to Rec and Park. It's a historic moment because the Loma Prieta 
earthquake did us a big favor and helped improved the Embarcadero and 
the park. She's glad to say that after 8 years, it's finally taken place. She 
has a 2 foot by 2 foot plaque at the entrance of Drumm and Clay. She 
invited everyone to the dedication. 

8. REAL ESTATE 

A. Request approval of the Second Amendment to Lease No. L-14414 with the 
Pilara Family Foundation with an effective date of January 1. 2009 for the 
rental of 27,31 1 square feet of pier space at Pier 24 Annex, subject to Board 
of Supervisors' approval. (Resolution No. 08-74 ) 

Jeff Bauer, Senior Leasing Manager, indicated that in August 2008, the Port 
Commission approved the Pilara Family Foundation lease for the rental of 
Pier 24 Annex. The initial lease required a capital investment of $3.2 million of 
which $1 .7 million was dedicated towards core and shell improvements. The 
Port and the tenant subsequently executed a first amendment in June 2008. 
The first amendment provided for a personal guarantee in the amount of $6 
million and it was a replacement of the performance bond that would ensure 
the completion of the project. During the initial phases of the construction, the 
tenant encountered unforeseen conditions including extensive dryrot and 
termite damage. TJne Port agrees with the tenant that these conditions could 
not be foreseen prior to the execution of the lease without extensive 
destructive testing. The tenant now estimates the total project at $1 1 million, 
of which $7.5 million is dedicated towards core and shell improvements. This 
represents a $5.8 million increase of a direct benefit to the Port over the 
original lease. Because of these unexpected costs and the benefit to the Port 
that the tenant is willing to make to the Port by these improvements, the 
tenant and the Port have reached an agreement that is memorialized in the 
second amendment. This agreement would increase the base rent from $.40 
per square foot for initial rent to a $1 .02 per square foot effective January 2, 
2009. The term would be extended by 2 1 /4 years for a total of a ten-year term. 
The amendment also provides up to $3 million for amortized rent credits for 
core and shell improvements pursuant to the schedule in the staff report. He 
noted that the date of allowable rent credits indicated in the staff report should 
be June 25, 2008, not October 28, 2008. With that change, Mr. Bauer asked 
the Port Commission approval of the second amendment to the Pilara Family 
Foundation and authorize the Executive Director to forward this amendment 
to the Board of Supervisors for approval and upon such approval, execute the 
amendment. 

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ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. Resolution No. 08-74 was approved. 

B. Request approval to extend the exclusive negotiation agreement for a 

Construction Materials Recycling Center for SWL 352 with Raisch Products, 
Inc. and S.F. Recycling and Disposal, Inc. for a period until January 31. 2009. 
(Resolution No. 08-75 ) 

Brad Benson, Special Projects Manager, indicated that staff has been 
working on this project for nearly a year. In October 2007, the Port 
Commission authorized the issuance of a Request for Proposals to remove 
120,000 ton pile of concrete and asphalt debris on SWL 352 in an area 
generally known as the backlands in the Southern Waterfront and to 
contemplate a new lease for construction materials recycling at that location. 
In February 2008, the Commission authorized Port staff to enter an exclusive 
negotiations agreement (ENA) with the team of Raisch Products Inc. and SF 
Recycling and Disposal which is a division of Norcal Waste Systems. Port 
staff executed the ENA in August 2008. There was a fairly significant delay in 
getting to the ENA from February to August primarily due to some difficulties 
in negotiating the companion license agreement. The companies wanted to 
do an environmental due diligence of the site during the ENA period. We did, 
however, get those executed and have been extended twice pursuant to the 
initial Port Commission authorization. SF Recycling and Disposal has paid the 
Port three $5,000 payments for that right of ENA. We are close to a proposed 
agreement for the Commission's consideration but require a lit bit more time 
to complete negotiations and permitting for the proposed lease agreement. 
Today, staff is proposing to extend the ENA until the end of January 2009 for 
an additional fee of $7,500. 

ACTION: Commissioner Lazarus moved approval; Commissioner Fong 
seconded the motion. Resolution No. 08-75 was approved. 

9. ENGINEERING 

A. Reguest approval for award of contract to Winzler & Kelly and Structus, Inc., 
Joint Venture for Engineering Design Services related to the Brannan Street 
Wharf project, located immediately east of The Embarcadero Promenade 



between Piers 30-32 and 38. in an initial amount of $1,539,956, with a three- 
year term and option to renew for two additional years. (Resolution No. 08-76 ) 

Kim von Blohn, Project Manager, indicated that the project is located on the 
South Beach area along the Embarcadero between Piers 32 and 38 and will 
provide approximately 55,000 s.f. of new wharf over the water. This is a 
request to award the engineering design services to Winzler and Kelly and 
Structus, a joint venture, who were chosen through a competitive selection 
process. The proposed contract amount of $1 ,539,956 is to complete the first 
two phases of the wharf that is the initial site investigation and conceptual 
design followed by the second phase which is the final design engineering. In 

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addition, a 10% contingency is requested in the event that unforeseen 
additional studies may be required. This could be as a result of additional 
funding which comes in during the project design cycle. A third phase which is 
for bid and construction support will depend on the outcome of design. Port 
staff will come back to the Port Commission to revisit this issue with 
recommendations if warranted. The contract will have an initial three year 
term with option to renew for two additional years. The design team 
qualifications and scope include geotechnical, marine, civil, structural, 
mechanical, electrical engineering and construction engineering. The Port will 
provide the architectural services i.e. basically everything from the deck up 
which includes handrail, canopies, artwork, plaques; everything on top in 
addition to the lawn area. 

The engineering work will be conducted in two phases commencing in 
January 2009. The first phase will be a complete site investigation, developed 
with a design brief and conceptual design and cost estimates. We anticipate 
that this phase of the work will be completed by July 2009. It will include a 
two-month period of public review, the community review board, BCDC and 
Port Commission and Port staff. One of the key issues is the investigation. 
This will include geotechnical soil borings as well as cone penetrometer test, 
both on and off shore, hazmat survey of Pier 36, investigation of the piles 
along the Embarcadero at the marginal wharf and the piles at Pier 36. There 
is an opportunity to save substantial money on the project if the piles could be 
reused cost effectively and it's a green thing to do. One of the key issues 
during this initial phase would be looking at construction materials. We may 
include some wood elements in the design to save money. We are also 
looking at pre-cast deck sections which could be pre-fabricated off site and 
move onto the site and set on place on existing drive piles. Another factor is 
constructability. If we could design this project so it can be built mostly from 
the landside, we could save significant marine cost. One of the key issues of 
the first phase of the conceptual design is to make sure that we can build the 
conceptual design for the $15 million construction budget. If, as a result of the 
studies we can't make that, we need to make some decisions as to what can't 
be done. This will be presented during a two-month window to the Port 
Commission and the community and the various review boards. Once 
consensus is achieved, we will move into final design. Detail engineering 
design will include all the drawings, the final cost estimate and the 
specifications and bid documents. This is planned for completion by April 
2010. During this time, there will be several design reviews at the 60% 
completion design level and again at 90%. Thereafter, there will be another 
cost estimate to make sure we can make the $15 million budget. There are a 
couple things that are going for the project right now such as material costs. 
Steel is down 30% and hopefully concrete will follow. For the third phase, bid 
and construction administration, staff will come back to the Port Commission. 
During this phase, the consultant will assist staff with questions on the bid 
documents and follow the work into construction, approving material 
selections and substitutions. We anticipate a 6-9 month period for bidding and 
contract award with a notice to proceed planned for November 2010. Subject 

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to final design, to streamline the process, we would demolish Pier 36 and 
procure material at the same time, over a 5-month period. Following that, it 
would be a 9-month period to install new piles and deck. After that, 
landscaping and architectural features will go on top, about 6 months. In all, 
the project for substantial completion will be May 2012. 

Norma Nelson, Contract Manager, indicated that the RFP was originally 
issued on July 24, 2008 with a proposal due date of August 22, 2008. A pre- 
proposal conference was held on August 7. There were 44 in attendance who 
were interested in this project. There was quite a bit of interest in this project. 
It was a competitive process such that we had to revise the procurement 
schedule a few times. In one of those times, it included extending the 
proposal due date to September 8, 2008. We received a total of five 
proposals. HRC reviewed all the proposals to determine if they met the LBE 
subcontracting goals; it was determined that all the proposals met the 20% 
LBE participation goal. The proposals were sent to the selection panel. The 
selection panel included members of the Port staff, DPW, PUC. She and the 
HRC representative facilitated and monitored the process. The evaluation 
criteria are included in the staff report. We reviewed the written proposals; it 
consisted of 50% weight in the process. The interviews represented 37.5% 
weight in the process. Another component which consisted of scoring 
references is weighted at 12.5%. With those criteria, the selection panel 
determined a short list that consisted of three teams: (1 ) Winzler-Kelly and 
Structus Joint Venture; (2) Creegan+D'Angelo and AGS Joint Venture; (3) 
URS. At the conclusion of the evaluation process, it was determined that 
Winzler and Kelly ranked #1 , and Creegan+D'Angelo and AGS ranked #2 and 
URS ranked #3. The recommended firm, Winzler & Kelly, is no stranger to the 
Port. They participate in a joint venture for our as-needed contract pool as 
well. Their contract with the Port is $1 .5 million. In this particular joint venture, 
they've included Structus Engineers, a local and minority business enterprise. 
Both of the firms worked previously on other Port projects. Relative to local 
business enterprise subconsulting opportunities, our goal was 20%. The 
recommended team has 24.3% LBE participation out of the total contract 
award that is being requested of $1 ,693,949. With this particular project, it 
was very competitive. The first two top ranked firms' scores were very close. 
Port staff received a protest from the second ranked team, 
Creegan+D'Angelo. However, that protest has been resolved as of yesterday. 
Ms. Nelson asked the Commission to award the contract to Winzler & Kelly, 
Structus Joint Venture team. 

Ernestine Weiss indicated that this project has taken so long. She urged the 
Commission to cut down the contract to two years with one year extension. 
She'd like to see this project done in her lifetime. 

Jeffrey Leibovitz, South Beach Rincon CAC, indicated that it's a long road to 
get to where we are today. The Commission needs to incentivize this project. 
He's troubled by the fact that this is a 3-year contract with two extensions. 
He'd like to see it shortened to a 2 year contract with one extension to 

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incentivize getting this project moving. He heard $15 million; he thought we 
had $18 million even closer to $20 million. He's troubled by the fact that now 
there's only $15 million. He asked where the rest of the money went. The Port 
has a $3 million bond from the voters of San Francisco to help complete this 
project. The Port already has $18 million in the bank. Where is the rest of the 
money? This project needs to be completed. The Port is sitting on money. 
The Port was given an incentive when the Watermark was completed. The 
quid pro quo was the Brannan Street Wharf. A lot of foot dragging have been 
going on. This project has been going on, stalled and dragged on forever. 
How about giving the people of San Francisco what is due them for 
supporting the Port's projects? He can guarantee the Port that in the future 
this would not sit well with the voters of San Francisco and citizens around 
the waterfront. The Port has SWL 337 that wants to complete and that is in 
the back burner. The Port needs support. The Port needs to deliver these 
promises. How about delivering on a timely manner? 

Kathy Liddell, President of the Rincon Point South Beach Mission Bay 
Neighborhood Association, agreed with Jeffrey's comments. They've waited 
so long for this project. If it's going to be five years, they'd like to know what's 
behind that and driving that schedule. If that can't be justified, they'd like it 
shortened down to a 2 year contract with a one year option. 

Marty Coressel, resident of the area, represents the community's opinion that 
they have been looking for this park for a very long time. From what was 
stated by Port staff, based on the project plan milestones, there's a target 
date of May 2012 for completion. Stated within the RFP, there are several 
milestone areas which he highly encourages that the community be brought 
back in and kept apprised of what is going on with this project. There are 
certain pieces within the RFP that talk about certain types of architectural 
elements, design on the lawn area and other types of plaques and interpretive 
art. He asked that the Port Commission encourage the community to get 
involved in the process. There are significant historical waterfront events that 
transpired in that area. As much as possible, he'd like the community to be 
involved in what type of interpretive art, what type of signage goes on in that 
area. 

Katherine Webster, resident of the area for 8 years and Vice President of the 
South Beach Mission Bay Neighborhood Association and president of the 
Merchants Association, indicated they have been waiting for this project for a 
long time. They would like to see this project happen in the two-year time 
frame with a one-year option to renew. Sooner versus later would be better. 

Commissioner Hardeman indicated that he sort of agrees with Mr. Leibovitz' 
comments and others that it would be nice to get this project moved along. It's 
been quite a while since the Port has put a shovel in the ground in any 
project. Hopefully, with the drop in material costs, the cost of the project will 
go down lower. He hopes that would be one of the reasons why the prices 
dropped. He's always said that in the 14 years he's been on the Commission, 

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that if he moved from his West Portal neighborhood where he's lived for 30 
years, he'll move down to the South Beach neighborhood because the people 
that live in that neighborhood think like the people in his current 
neighborhood. They've been generous with what they've done with the Port 
over the years. He would hope that we would put into consideration of fast 
tracking this project. We owe it to that neighborhood to consider how kind 
they've been to us. The two scores between the two teams were very close. 
It's intriguing that it was close. It shows that one person's vote makes a 
difference. 

ACTION: Commissioner Hardeman moved approval; Commissioner Fong 
seconded the motion. Resolution No. 08-76 was approved. 

10. MARITIME 

A. Request approval of a one-year Berthing Agreement and Lease No. L-14648 
with four one-year options and one six-month holdover option period with 
California Sealift Terminals, Inc. to lavberth three vessels belonging to the 
U.S. Maritime Administration (MARAD) at Pier 50 and Pier 96. (Resolution 
No. 08-77 ) 

Peter Dailey, Deputy Director of Maritime, indicated that we've had a 
relationship with Maritime Administration for ten years now. Commissioners 
Brandon and Hardeman have been involved since 1998 with California Sealift 
Terminals and MARAD. MARAD is a division of the Department of 
Transportation and they own and operate a number of cargo ships they dock 
in a number of locations around the country in the event that there is a need 
for sealift of military equipment somewhere around the world. These ships are 
maintained on a ready status around the country. They are manned by small 
crews whose duty is to keep these vessels ready to go and be able to deploy 
within 96 hours of notice of activation. These ships are not only needed to 
move military products around the world but they are also used as a training 
platform for homeland security and for law enforcement agencies. More 
importantly, they have the capacity for humanitarian assistance in case of a 
natural disaster such as an earthquake. They were involved in Katrina in New 
Orleans. They have first responders. They have huge generators; they can 
provide water and emergency shelter if need be. We've had two 5-year 
agreements with California Sealift Terminals to house these ships in San 
Francisco. The other advantage of the ships in San Francisco is that the 
ready reserved fleet ships are about 30% of BAE's repair work. Having those 
ships docked on the bay help generate more business to our ship repair yard. 
In 2003, the Port Commission approved a 5-year deal with MARAD; the term 
is expiring at the end of this year. There was an open competition for 
layberthing services for these ships in the West Coast. The Port and the 
California Sealift Terminals (CST) applied this past summer and we were 
awarded the contract. We will have two ships at Pier 50 and one at Pier 96. 
CST, a company that we are in partnership with will provide all improvements 
to the piers. They are pretty much improved from the last agreement but they 

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have to maintain the berths to the stringiest federal standards including 
fendering, security, dredging, utilities, etc. They also have to supply shoreside 
power for the ships. They will be onto the grid, paying the City millions of 
dollars in electrical fees; at the same time, they are not polluting the 
waterfront. This CST agreement represents about 56% increase in revenue to 
the Port compared to the prior agreement. CST, through MARAD, will pay the 
Port about $520,000 a year to berth the 3 ships. We expect the 3 ships to 
remain at the Port for 5 years. Cumulatively, it's about $2.7 million agreement 
for the Port. The contract will commence on January 15, 2009. 

Mr. Dailey thanked Rona Sandler from the City Attorney's Office and Rich 
Berman from theReal Estate Division for their assistance in streamlining this 
deal. We had a quick time frame. The solicitation came out in August; we had 
to respond to it. We had to put our package together and we had to get it 
approved and presented to the Commission. We were able to get it done very 
quickly with good results. 

ACTION: Commissioner Lazarus moved approval; Commissioner Fong 
seconded the motion. Resolution No. 08-77 was approved. 

1 1 . PLANNING & DEVELOPMENT 

A. Implementation of Downtown Ferry Terminal Expansion as envisioned in the 
Waterfront Land Use Plan and Request authorization to enter into 
agreements with the Water Emergency Transportation Authority (WETA) for 
Joint Planning. (Resolution No. 08-78 ) 

Jonathan Stern, Assistant Deputy Director of Planning and Development, 
presented the informational presentation and requested authorization to enter 
into agreements with WETA for joint planning. He indicated that there has 
been a lot of changes in the Ferry Building area since the Loma Prieta 
earthquake. One of the first changes that happened was that Port staff 
secured funding and studied expanding ferry terminals and ferry service. As 
part of that project, we managed to get Gates B and E built to help facilitate 
services to Vallejo, Alameda and Oakland. We built the Pier 14 breakwater 
which creates a more secure basin, especially the south basin, against storm 
surges and allows public access as well. There's a lot of other changes that 
occurred in the Ferry Building area including the rehabilitation of the Ferry 
Building, having the farmer's market move to the Ferry Building as well as 
other projects such as the Embarcadero Promenade and Roadway and the 
Piers VA 3, and 5. A lot of the changes that the Port has seen in the last 
couple of years have been in the Ferry Building area. We've reached a point 
where we have a functioning downtown ferry terminal. Some of the other 
factors that occurred are the formation of the Water Transit Authority in the 
late 1990s. In early 2008 was the transfer of the WTA to the WETA, adding 
emergency as part of their mission. Now that we are planning for a ferry 
terminal in the downtown area that has many more ferry lines and has many 
more responsibilities in trying and moving people out of the city during 

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emergencies is the right time now that WETA is functioning in 2008 to plan for 
that expansion. WETA would like to study the possibility of three additional 
ferry gates: (1) Gate A, which is in the northern end of the Ferry Building 
Area, nearest to Pier 1 which has previously been used for ferry berths but 
not in modern condition. That will have 20 ferries that can accept two 
terminals that can accept ferries from the north bay; (2) two ferry terminals 
added at the south basin at Pier 2, behind Sinbad's and Ag Building. 
Additionally, they have to study areas for emergency staging, places where 
people could gather and safely wait for ferries to take them out of the city in 
case of a disaster. As part of this project, partially because of the proximity to 
Pier 2, the Ag Bldg. is something we'd like to study in terms of it's a pile 
supported building, it's a historic building. We believe that if you are doing 
major improvements at Pier 2 including two ferry terminal berths, it's likely 
that we have to repair the substructure of the Ag Bldg. at the same time. It's 
hard to envision tenants still being there during the construction project. We 
have to understand and coordinate that study. As well, this is a major multi- 
modal terminal. We have to make sure that we have a transportation plan in 
place that makes sure that people can make the proper transfers on landside 
ground transportation such as the trolleys, Muni, Bart, etc. to ferries and to 
make sure that the other users or stakeholders of the area are served through 
circulation, curb space, parking, etc. 

In the implementation project that has already been envisioned, Phase 2 of 
the downtown ferry terminal expansion was part of the original conceptual 
plan in the 1990s for this area and the projects he described. We are looking 
to implement that project. However, because there's so much change that 
has occurred in the Ferry Building area and there are so many important 
stakeholders to the Port and to the City, we have to make sure that this is a 
well coordinated implementation. Staff is requesting authorization to enter into 
agreements with WETA. WETA staff have gone to their board to embark on 
this project. They have funding sources available for both studies, design and 
implementation of this project. We'd like to enter into agreements to make 
sure that it's well understood how we are going to reach out to stakeholders, 
how we are going to do public participation and how environmental review is 
going to move forward and ultimately how all these pieces fit together. Our 
next steps, other than getting feedback from the Commission and the public, 
is to enter into public outreach programs specifically for the stakeholders and 
enter into agreements with WETA, specifically an MOU that outlines how this 
implementation process moves forward. 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. Resolution No. 08-78 was approved. 

B. Informational Presentation on a Ten-Year Review of the Waterfront Land Use 
Plan (WLUP) . 

Diane Oshima, Assistant Deputy Director of Planning and Development, 
indicated that there are some big lessons that we can take from the 

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experiences that we have to hopefully inform us about how we want to go in 
the future and how we want to keep improving the waterfront. It's been multi- 
faceted, all inclusive e-ticket kind of experience, not only in terms of the 
complexity of the projects but in terms of the community and the Port 
requirements, at staff and Commission level, to make projects happen. The 
WLUP is the Port's official policy document. Its primary goal is to reunite San 
Francisco with the waterfront and the idea behind that is to marry the open 
spaces along the waterfront which are connected by the Embarcadero 
promenade to be able to find the places where they also find opportunities for 
the maritime uses of the type that Peter Dailey was talking about and make 
those destination points for new city activity. That has been the formula that 
the WLUP advisory board recommended to the Commission and that we 
have been carrying out in the last ten years. We have not been doing this 
alone. We have been doing this in partnership with all of our regulatory 
partners. It has been a very rich process for the Port's staff. In particular, we 
have worked very closely with the City family but with BCDC and State Lands 
Commission as well. There has been quite a bit of work to make sure that all 
of our entities align, our policies and objectives, so we have a chance to try to 
make these projects happen. She showed a listing of the various agencies 
that we frequently have had a deep involvement with at the state, local and 
regional level. They deal with helping us get through our maritime, our open 
space and our regulatory and land use missions at the Port. We couldn't be 
here without that partnership. The community is the fundamental foundation 
of whether we can move forward on this and our great appreciation to the 
advisory groups who meet every two or three months. They keep us on track 
on what we are doing right, what we aren't, if we're too slow, or if we're not 
going fast enough. That is the same spirit that the WLUP advisory board also 
provided to the Port in the development of the WLUP. How do we integrate 
prior maritime uses which was the requirement of Prop H for the waterfront 
plan with a burgeoning urban waterfront. The photo that was taken by Jay 
Ach of a cruise ship passing by Pier 1 was symbolic of how we improved the 
waterfront and it's still relevant for the key maritime industries. We are one of 
the most diverse ports in the nation. We have harbor services, ferries, ship 
repair, fishing industries, recreational boating and cargo. The Illinois Street 
Bridge project has been a major accomplishment of the Port this year that 
capitalizes on the efforts that the Maritime Division has been maintaining all 
these years. It's a difficult place to do shipping. It was a big deal for the 
waterfront plan while we are doing the planning process to maintain that 
market in San Francisco. The maritime staff has to be creative about looking 
at where those business opportunities are in creating these sorts of 
transportation infrastructure improvements that give us competitive edge for 
the types of businesses that we have in San Francisco. 

Passenger cruise ships - it was delightful to see San Francisco open up 
when the Queen Mary came in. San Franciscans don't get giddy very often 
and it was so nice to see everybody skipping around the waterfront to try to 
get a glimpse of the ship. It has been a real effort to keep the cruise industry 
alive and well in San Francisco and through the Commission's and Monique's 

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efforts to keep an eye on how can we get and what are the resources needed 
to be able to create a modern cruise terminal in San Francisco. That is the 
type of effort that is required for us to get to the finish line. 

With respect to the fishing industry, when the WLUP was approved, the Port 
Commission had Piers 45 Sheds A and D reinstated for the fishing industry. 
Since then, with the Hyde Street Harbor and the new berths for the fishing 
boats, that has been the turnaround for the fishing industry and that is 
something that is exactly the type of thing that is celebrated in the WLUP. 
Monique Moyer also spoke about the partnership that has been forged 
between the Commission, the cruise industry, the ship repair industry to be 
able to synergistically create a whole new market that benefits blue collar, 
longshore jobs at the Port and give our cruise operators an operational edge 
as well. This modification of the drydock has helped both of our key maritime 
industries. It is something to be proud of. 

With respect to looking at what happens to these piers when we start 
rationalizing what are the facilities for maritime uses and recognizing that 
cargo has shifted out of the northern waterfront. The creation of the National 
Register of Historic District for the Embarcadero piers was another 
partnership with the preservation community and the State. Aside from the 
fact of telling the story of your predecessor Commissions and what that 
history means to San Francisco, it is also a very important tool to enable any 
of these historic rehabilitation projects to come to play. The federal tax credit 
programs for the historic rehabilitations have been the key to keeping most of 
these historic projects alive. 

The credit for the Embarcadero goes to the incredible efforts made by federal, 
state and the city body to put those improvements down and create the 
palette for us to be able to make these improvement projects such as the 
Ferry Building. It has been a project combined with our transportation 
facilities, combined with the Pier 1 rehabilitation project that allowed us to 
move out of the way of progress, to the Pier VA, 3 and 5 project that have 
created all of the waterfront excitement. It has become the place for people to 
come to. 

In terms of the open spaces, we try and bring in the open spaces with those 
development improvements as close as possible. We're still working on the 
Brannan Street Wharf. AT&T Park is another project which beyond the 
success of the project itself in terms of executing an incredible place for 
people to gather, it has signaled to the City and the state at large that San 
Francisco's waterfront is a place for people to be invited to and to enjoy. 

We are still struggling to try to find the cruise terminal and the vision that went 
into the idea of having a James R. Herman Cruise Terminal at Pier 30-32. 
Hopefully that is something that can take shape at Pier 27. It was a project at 
Pier 30-32 that incorporated the Brannan Street Wharf. We are frustrated with 
the fact that it's taken a while to bring the open space on board but it is 

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something the Commission had to struggle with finding a new way to deliver 
that open space without its interdependence as it was originally conceived 
with the Pier 30-32 development. Hopefully, we would be able to see that 
project take shape soon. 

The staff report goes into some length some of the projects that didn't 
succeed and some of the problems we encountered. It's a multi-faceted list of 
reasons. You have a vision like this for Pier 27-31 where you want to be able 
to envision an active recreation type of use. The interplay of the financial, the 
physical, the regulatory and the community concerns have been a common 
dance that has been - you can't get to the right answer every time for these 
projects. It points to the complexity of what we all have to find to work 
together. Unfortunately, Piers 27-31 for all the excitement that ensued since 
its inception, the notion of having a recreation pier like this, we will have to 
keep trying to find other ways in which we can deliver active recreation types 
of uses. 

Within the staff report, it details some of the financial challenges we faced. 
Generally, from the financial side, to rebuild and maintain the historic piers, 
some very specialized industry, there are cost premiums that go along with 
that. If you compare that with what a developer might be looking at 
elsewhere, it's higher to take on that challenge on the waterfront. If you look 
at what could be built on these piers, relative to what's available elsewhere for 
the historic preservations requirement, there are premiums in the lease rates 
but relative to the amount of development and the land, the substructure cost, 
that is the challenge that we have not been able to get to every time. Those 
times that we have been able to get to a successful point, it has been through 
a lot of tailored working on the regulatory and the community and the land use 
side to get that match. It's been challenging. 

In the meantime, we had thought that these private/public development 
projects would draw up a lot of money to help with the Port's capital plan 
needs and the capital plan itself which didn't have that clear ten year look until 
a few years ago. It showed us what the disconnect is between the needs for 
the things that people want to see along the waterfront and the types of 
revenues that you get from private/public partnership developments. The Port 
has gone to town in trying to identify and create a number of different 
financing strategies which the Port Commission and staff could be credited for 
especially Tina Olson and her staff. Brad Benson in particular has been 
stalwart in getting these changes including State legislation that allows us to 
lift the public trust restrictions on the seawall lot sites to generate money to be 
able to subsidize the historic preservation and open space and substructure 
improvements that are needed for the historic piers. There have been a 
number of different tools that have been identified recently. One of the things 
we will be doing in the next cycle would be testing how well and how far it can 
take us. 



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The Waterfront Plan is not complete without talking about the significance of 
the Waterfront Design and Access Element. She recognized Dan Hodapp, 
along with her, is one of the last Planning staff who has gone through this 
process and was singularly involved in helping to develop that element. It has 
been the blueprint for so many of the waterfront improvements that we have 
seen. Because we had that open space plan that was fundamental to the 
passage of Prop A in February to get the $30 million for additional open 
space project along the waterfront. We have our work cut out for us there as 
well. There's definitely new motivation to put our elbow grease into getting 
these projects delivered which includes the Fisherman's Wharf area taking 
the derelict condemned area and turning into the extension of the 
Embarcadero Promenade effectively that is tailored to the Fisherman's Wharf 
character at Pier 43 Promenade. It's been coupled with a number of other 
open space and public space improvements. Dan Hodapp has been in the 
center of all of those improvements. 

In the South Beach area, the Redevelopment Agency has been incredible in 
terms of being a great partner in developing a lot of waterfront amenities for 
the public. 

Looking forward, we are now focus on looking at the Blue Greenway idea and 
stretching out those open space and connection points through the Southern 
Waterfront, through Pier 70, down through Heron's Head and along Islais 
Creek. There are a lot of opportunities to expand public access at Islais 
Landing. The Illinois Street Bridge offers new access that wasn't there before 
the Waterfront Plan. Those are informing us on the planning efforts that we 
still have for the remaining area that is focused in the Southern Waterfront. 
We spent a lot of time talking about the upfront planning work in support of 
SWL 337 and the development process that we have underway now. We 
hope to be able to get a strong proposal on January 15, 2009, the new 
established deadline. Despite this market, we will see what we can do to 
make that a great waterfront resource for the public. 

At Pier 70, we have been putting a lot of effort to developing a master plan for 
the entire 65 acre area to preserve the key union ironworks buildings and the 
collection that maintain the story and the history of Pier 70 and find creative 
ways to finance it through development and otherwise. For the Pier 90-94 
backlands area, that's another area that is in support of our maritime cargo 
facilities but also has community and business and environmental 
improvement opportunities wrapped in. That is the subject of our ongoing 
planning efforts. 

These things are all in process. It's all towards an effort to achieve the goals 
that were set by the Waterfront Plan Advisory Board in the Waterfront Plan. 
We are still nervous. We still have choices in the future. She showed pictures 
of the piers that have been lost. Our engineers have a good sense of the 
current conditions of our 100-year old facilities and the clock is ticking. 

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In terms of the tools we have currently available through the Waterfront Plan, 
are they going to carry us through to realize the full vision of the Waterfront 
Plan on restoring the historic piers? Those are some of the open questions 
we have now. We need to give the Commission an update sooner than ten 
years although these projects do take a long time. In the ten years, there has 
been a lot that has happened during that time. In the meantime, we want to 
keep that vision that the Waterfront Plan Advisory Board somehow brought 
together. 

The advisory board consisted of 27 members appointed by the Commission 
at the time, by the Mayor and the Board of Supervisors. Many of them didn't 
even know each other. They came from all different parts of life. It was a great 
honor to be able to work with them. She's even more honored for the fact that 
they made the time to come. She recognized them and introduced the 
advisory board to the Port Commission: Bob Tufts, chair; Jane Morrison, Stan 
Moy, Nan Roth, Art Bruzzone, Julia Viera, Robin Chiang, Jay Wallace, Alec 
Bash. 

Julia Viera indicated that Diane Oshima was so wonderful to the advisory 
board. 

Ms. Oshima indicated that it was a special time and today is a special time for 
reflection. It's interesting that it's all happening now at the end of the year 
around the holidays. This is a review of the WLUP. Staff has no specific 
recommendations to amend the plan. We found that the plan is still helpful 
and relevant. It gives us good direction. In the places where we have 
recognized the need to focus in further, we are doing that for most of these 
areas. In Jonathan's presentation for the Ferry Building area, he represented 
that implementation is very intricate, very complex. There's a lot of work that 
goes on the planning process. Unless there is a decision by the Commission 
or the community to change some of the tenants of the Waterfront Plan about 
reuniting the waterfront with the city, about the historic preservation, the open 
space, maintaining maritime industry, making a lot of different kind of uses. 
We have not found a basis for a fundamental revisit of the plan. She showed 
pictures of the advisory board during the planning process. The pictures were 
taken on a Saturday. That's how dedicated the Waterfront Plan advisory 
board members were. They met twice a month for years and lived to tell the 
story at the end. The pictures were taken at the party at the end. She showed 
a picture of Kermit Boston and George Mix. Kermit recently passed away. 
George Mix also passed away as well as Bob Tibbits, Sue Bierman and 
Esther "b" Woeste. Having contributed to this legacy is something that is 
noteworthy of our board members because it is for the Port. We invite public 
comments. We will be taking advisement in the next few weeks or so and we 
will come back with a report if there's anything new to report. 

Jennifer Clary, San Francisco Tomorrow, agreed with Diane that the tenants 
of the Waterfront Plan are still good and they are still strong. It's great that 
she put them forward on every development that the Port does. It's a 

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wonderful report. It had a lot of great information in it. She does not 
understand why staff came into the conclusion that the Land Use Plan does 
not need updating. It's not just that we need to update our Land Use mix 
based on office and what State Lands is allowing us to do. It's not just we 
need a transportation element that we haven't incorporated emergency 
response and pier removal. We also need to update the vision every once in 
a while. We have done a lot of great things. There's a lot of interesting things 
that happened on the waterfront. So now when we look at a plan that was 
created before the completion of the Ferry Building and the ballpark and 
pretty much all the developments on the Northern Waterfront and before any 
planning on the Southern Waterfront, we should be asking questions which is 
what do we want maritime to look at in ten years and what we need to do to 
get there. Maybe that has already been done but it's not incorporated in this 
document. A lot of the work that the Port is doing is not incorporated in this 
document. It is important to do that. How do we make the Northern 
Waterfront, north of China Basin more attractive to the increasing number of 
users? What needs to be done and how can we do it? What piers can we 
afford to keep and when do we quit investing in the ones that we can't afford 
to keep? Those are important decisions. She understands that there are 
issues of time and budget but she thinks it's a good idea for staff to come 
back and say that these are things that need to be done. This is when we 
think we need to be done and this is how we think we can do it. She 
recommends that the Commission give that direction to staff. 

Jane Morrison indicated that it's wonderful that the Port is developing the Port 
for public access. She realizes that it was not the big maritime situation we 
had years ago. It's a beautiful place and the public ought to enjoy it. The ports 
she has seen around the nation and elsewhere in the world do not match the 
attractiveness of this port and the bay. It's important we protect that. She 
pointed out that Jack Morrison headed up the Prop H that led to the 
Waterfront Plan. He served until his death in 1991. She thanked the 
Commission for what they are doing. 

Bob Tufts indicated that the plan took quite a while, it took more time than 
anybody expected but when they were done, everyone was quite satisfied 
and pleased that they came out the way they did. In terms of having been a 
chair, he couldn't be happier with the advisory board. They were very 
cooperative. They respected each other. There was a mutual trust between 
the members of the board. Overall, it was a very happy experience for him to 
meet so many people. He misses and loves them all. Diane spearheaded the 
whole thing. She did a yeoman's job and the entire staff of the port was very 
helpful. They possibly couldn't have done it without them. 

Ernestine Weiss indicated that the Port should also acknowledge all the 
community activists including her who spent many hours attending those 
meetings and giving the Port many ideas. 



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Fred Allardyce indicated that without these fellow San Franciscans, we 
wouldn't be sitting here today. He thanked them for the thousands of hours 
they've put into getting us to this spot. Just like they are the father of this plan, 
there's another gentleman that is the father of our community. His name is 
Dean Macris. He came to the Northeast Waterfront committee supporting the 
Port in October and suggested that as the dream has matured about how the 
waterfront could be used, perhaps there is a moment in time where it might 
actually take advantage of all of the synergistic things that nobody anticipated 
happening such as the freeway coming down, the explosion of the waterfront 
being popular for residents, restaurants, etc. There's a moment in time where 
we haven't fully developed a lot of the properties that the Burton Act gave the 
Port. Most people think that these parking lots are not to the best advantage, 
etc. There are changes proposed. Mr. Macris is a larger thinker that what he's 
heard of. He came to them a month or so ago and proposed that they look at 
utilizing the area from Sue Bierman Park for a park similar to Millennium Park 
in Chicago that we try and capture the vitality of the Port and bring it across 
the Embarcadero and enjoy the spaces just to the west of the Embarcadero. 
That plan was written up in an article by John King. Out of that meeting was a 
suggestion that they look at seriously creating a Millennium Park on the 
waterfront all the way down to Hotel Vitale, all the way north to Broadway and 
take all those property and look at something that is 20+ acre park that could 
not just be recreational but also retail and other things even housing, all kinds 
of components to make the neighborhood better. He applauds what's been on 
the Port Commission's umbrella during the years they've been working with 
the Waterfront Land Use Plan and he thanked all the fathers and mothers of 
the plan. The future is upon us and we should come up with some more good 
ideas. 

Diane Oshima indicated that to the extent that we need to look at planning 
more for the area and doing it with that community particularly in the 
northeast waterfront area and interface with some of the ideas that Fred 
Allardyce was talking about, we have had some problems in that area. For the 
Port to be able to move forward with any major new developments on those 
sites, open space or otherwise, it will take us more time to sit down and hear 
all the ideas and see if that means that the Waterfront Plan should be 
changed in some way. She acknowledged that and the fact that we have 
transportation issues. They are detailed in the staff report. We have been 
spending a lot of time trying to work with the city family to grapple with some 
of the transportation issues which we intend to do and follow through. 

Finally, Ms. Oshima mentioned that Toby Levine was not able to attend 
today's meeting but did send a letter which detailed some of her insights that 
she wanted to share with the Commission. 

Commissioner Lazarus thanked Diane Oshima not only for the work she did 
many years ago but for taking the time to put together this comprehensive 
report that not only salutes the accomplishments but looks at some of the 
barriers and note the problems that have existed and continue to exist 

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because we couldn't move forward without acknowledging some of those. To 
her, the real testimony is the fact that this plan and everything that surrounds 
it has continue to engage people like Diane and some of the other staff who 
are the backbone of what goes on around here. She considers it a privilege to 
work with people like Diane and others in Planning and Development and 
some of the people who have been attracted in the last few years because of 
the leadership here. She is confident that they're committed not only to 
carrying out this vision but to enhancing it in the years to come. She gave her 
personal thanks to everyone and in particular to Diane and to the rest of the 
Port staff. 

Commissioner Rodney Fong congratulated all of the advisory board for 
participating. It's interesting that we're at the end of the year as Diane pointed 
out that we are going down this memory lane. Also in today's Commission 
meeting, there were some passionate comments about hurrying up and 
getting projects done. It's ok to look forward but it's ok to slow down for a 
second and look back in the rearview mirror and appreciate what has been 
done. In a relatively short period of time, there have been some fantastic 
projects. Good things do take time. There have been a lot of thoughts through 
all these projects. 

Commissioner Brandon indicated that when she was first appointed in 1997, it 
was right at the tail end of the Waterfront Land Use Plan being adopted. 
Everything was about the Waterfront Land Use Plan. You couldn't do 
anything without it. Nothing else mattered. For the first few years, that was 
our bible. That is what we did everything by and as we got into the later years, 
we strayed away a little bit. She commended Monique Mover for the 
transparency that we have at the Port and nothing happens without talking to 
a variety of community groups. Even though it may slow things down a bit or 
everyone is not going to agree on the goal we are trying to get to but the 
transparency and getting the community involved in the process from the 
beginning rather than getting them involved close to the end is a good idea 
rather than finding out it's not going to work. She thanked Monique for that. 
She thanked the advisory board because it took 6 years. Even after it was 
adopted, everyone was still involved. We did a few amendments and a few 
adoptions after 1997. She thanked the group for staying involved. She 
thanked Diane for her involvement. To work with the board and to get a 
consensus or close to a consensus out of 27 people is a difficult task. She 
commended Diane and Chairman Tufts for that. Diane does such a 
remarkable job of getting people to throw their ideas and visions out there and 
bringing them together and putting them into a wonderful plan. We are so 
fortunate to have Diane still with us who probably knows the Waterfront Land 
Use Plan better than anyone here. She thanked everyone. She's sure that, in 
the future, we do need to look at certain areas of the Waterfront Land Use 
because 1 1 years have passed. She looks forward to additional information 
that Diane will bring forward within the next few months about the next steps 
with the WLUP. 

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12. NEW BUSINESS / AGENDA SETTING 

Ms. Moyer thanked everyone for their time and effort and for their great vision. It's 
been wonderful to look back and be part of the tail end of it. Looking forward, we 
have a series of challenges in front of us. Starting at our first meeting in January, 
she hopes that we will have some positive news to report about the solicitation for 
SWL 351 which is due on December 19, 2008. Our plan is to have a presentation 
on that. At the moment, we are keeping our fingers crossed because nothing has 
really improved lately. We intended to have a presentation on the eastern 
neighborhoods plan today since it is critical to the Port. However, it turned out that 
the second reading of that plan is concurrently at the Board of Supervisors. We 
have that presentation scheduled for the January 13 th meeting. We presumed by 
then that it will be adopted. We do have a number of business matters for January 
to either approve or ask for the Commissions' permission to send out request for 
proposals. We are teeing up for a busy 2009. In February, we will start our annual 
financial process which is going to be as challenging as the years of 2003-04. 
Some really tough decisions have to be made which may have an impact on any 
business we do going forward. Ms. Moyer asked the Commission to take a 
moment today to revel in the wonder-hood of what we have accomplished in the 
last ten years as our resources are going to be challenged going forward. We will 
do our best to keep finding new resources. We will keep sending Brad Benson out 
there to keep looking under new stones and hopefully keep finding new dollars for 
the Port. 

13. PUBLIC COMMENT 

14. COMMUNICATIONS 



15. ADJOURNMENT 

ACTION: Commissioner Hardeman moved approval to adjourn the meeting; 
Commissioner Lazarus seconded the motion. All of the Commissioners were in 
favor. 

Commission President Kimberly Brandon adjourned the meeting at 4:57 p.m. 



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